Obligation YPX 8.5% ( USP989MJBQ34 ) en USD

Société émettrice YPX
Prix sur le marché 100.25 %  ▲ 
Pays  Argentine
Code ISIN  USP989MJBQ34 ( en USD )
Coupon 8.5% par an ( paiement semestriel )
Echéance 22/03/2025 - Obligation échue



Prospectus brochure de l'obligation YPF USP989MJBQ34 en USD 8.5%, échue


Montant Minimal 1 000 USD
Montant de l'émission 542 806 000 USD
Cusip P989MJBQ3
Notation Standard & Poor's ( S&P ) CCC ( Ultra spéculatif )
Notation Moody's N/A
Description détaillée YPF est la compagnie pétrolière et gazière d'État argentine, active dans l'exploration, la production, le raffinage et la commercialisation d'hydrocarbures.

L'Obligation émise par YPX ( Argentine ) , en USD, avec le code ISIN USP989MJBQ34, paye un coupon de 8.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/03/2025
L'Obligation émise par YPX ( Argentine ) , en USD, avec le code ISIN USP989MJBQ34, a été notée CCC ( Ultra spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).







LISTING PARTICULARS

YPF SOCIEDAD ANÓNIMA
(LEI: 5493003N7447U18U5U5)
Results of Exchange Offer
In connection with the Exchange Offer (as defined below) for any and all of the outstanding Old Notes (as defined below) issued
by the Company (as defined below) for the applicable amount of New Notes (as defined below), the Company issued (i) $539,893,000
million aggregate principal amount of New Notes as Early Exchange Consideration (as defined below) on July 21, 2020 and (ii)
$2,913,000 million aggregate principal amount of New Notes on July 31, 2020.
Description of Securities
For the Rule 144A New Notes, the CUSIP number is 984245 AT7, the ISIN number is US984245AT72 and the common code is
221041321. For the Regulation S New Notes, the CUSIP number is P989MJ BQ3, the ISIN number is USP989MJBQ34 and the
common code is 221041429.
Responsibility Statement
Certain of the market information in this Listing Particulars has been obtained by us from publicly available sources deemed by us
to be reliable. We accept responsibility only for correctly extracting and reproducing such information.
We accept responsibility for the information contained in this Listing Particulars. To the best of our knowledge, 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
does not omit anything likely to affect the import of such information.
Incorporation by Reference
This Listing Particulars should be read and construed in conjunction with the documents incorporated by reference into this
Listing Particulars and each supplement (if any) to this Listing Particulars. The information contained in the following documents is
hereby incorporated by reference into this Listing Particulars and deemed to form a part of this Listing Particulars:

our 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"), and

our report on Form 6-K which was furnished to the SEC on May 18, 2020 (the "Q1 2020 6-K").
The table below sets out the relevant page references for the information incorporated into this Listing Particulars by reference.
Information incorporated by reference
Page reference
2019 20-F
Pages 4 to 245
2019 20-F
Pages F-1 to F-163
Q1 2020 6-K
Pages 1 to 45
We may also incorporate by reference any Form 6-K subsequently submitted to the SEC by identifying in such Form that it is
being incorporated by reference into this Listing Particulars.
The annual report on Form 20-F and our reports on Form 6-K incorporated by reference in this Listing Particulars are available
on the SEC's website, http://www.sec.gov. All information contained in this Listing Particulars is qualified in its entirety by the
41899.00007


information, including the notes thereto, contained in the Form 20-F and our reports on Form 6-K incorporated by reference in this
Listing Particulars.
Investors who have not previously reviewed the information contained in the above documents should do so in connection with
their evaluation of the New Notes. Any statement contained in a document, all or the relevant portion of which is incorporated by
reference into this Listing Particulars, shall be deemed to be modified or superseded for the purpose of this Listing Particulars to the
extent that a statement contained in this Listing Particulars or in any supplement to this Listing Particulars, including any documents
incorporated therein by reference, modifies or supersedes such earlier statement. The documents incorporated by reference will be
available on the Luxembourg Stock Exchange's website (www.bourse.lu).
Luxembourg Listing
This Listing Particulars together with the Exchange Offer Memorandum, dated July 2, 2020 (as supplemented by Supplement No.
1, dated July 13, 2020, Supplement No. 2, dated July 17, 2020 and Supplement No. 3, dated July 29, 2020), constitutes a prospectus
for the purpose of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019. Application has been made to list
the New Notes on the official list and to trading on the Euro MTF market of the Luxembourg Stock exchange.
The date of this Listing Particulars is September 8, 2020.
41899.00007


EXCHANGE OFFER MEMORANDUM
YPF SOCIEDAD ANÓNIMA
Offer to Exchange (the "Exchange Offer")
To Eligible Holders (as defined herein) of any and all of the outstanding
US$1,000,000,000 8.500% Senior Notes due 2021 (the "Old Notes")
issued by YPF Sociedad Anónima (the "Company") for the applicable amount of
8.500% Senior Amortizing Notes due 2025 (the "New Notes")
issued by the Company listed in the table below (the "Consideration")
Early Exchange
Additional
Total
Exchange Consideration
Consideration for
Consideration for
for each $1,000 Principal
each $1,000 Principal
each $1,000 Principal
Outstanding
Amount of Old Notes
Amount of Old Notes
Amount of Old Notes
Title of Old Notes
CUSIP/ISIN
Aggregate
Title of New Notes
Tendered After the
Tendered on or Prior
Tendered on or Prior
Principal Amount
Early Participation Date
to the Early
to the Early
(the "Exchange
Participation Date
Participation Date
Consideration")
(the "Early Exchange
(the "Early Exchange
Additional
Consideration")
Consideration")
(144A CUSIP/ISIN:
984245 AM2 /
US984245AM20)
8.500% Senior
8.500% Senior
US$950 of New Notes
US$950 of New Notes
US$1,000,000,000
Amortizing Notes
and
US$50 of cash
and
Notes due 2021(1)
(Regulation S
due 2025
US$50 of cash
US$100 of cash
CUSIP/ISIN:
P989MJ BG5 /
USP989MJBG51)
______________________
(1) The Old Notes are currently listed on the Luxembourg Stock Exchange and traded on its Euro MTD Market and are listed on the BYMA (as defined below) and are traded
on the MAE (as defined below).
THE EXCHANGE OFFER WILL EXPIRE AT 11:59 P.M. NEW YORK TIME ON JULY 30, 2020 UNLESS EXTENDED (SUCH DATE AND TIME, AS THE
SAME MAY BE EXTENDED, THE "EXPIRATION DATE"). TO BE ELIGIBLE TO RECEIVE THE EARLY EXCHANGE CONSIDERATION (WHICH
INCLUDES THE EARLY EXCHANGE ADDITIONAL CONSIDERATION), ELIGIBLE HOLDERS (AS DEFINED BELOW) MUST VALIDLY TENDER
AND NOT VALIDLY WITHDRAW THEIR OLD NOTES AT OR PRIOR TO 5:00 PM, NEW YORK CITY TIME, ON JULY 16, 2020 (SUCH DATE AND
TIME, AS THE SAME MAY BE EXTENDED, THE "EARLY PARTICIPATION DATE"). HOLDERS WHO TENDER THEIR OLD NOTES AFTER THE
EARLY PARTICIPATION DATE BUT AT OR PRIOR TO THE EXPIRATION DATE WILL BE ELIGIBLE TO RECEIVE THE EXCHANGE
CONSIDERATION, WHICH DOES NOT INCLUDE THE EARLY EXCHANGE ADDITIONAL CONSIDERATION.THE DEADLINE SET BY ANY
INTERMEDIARY OR RELEVANT CLEARING SYSTEM MAY BE EARLIER THAN THIS DEADLINE.
You should consider the risk factors beginning on page 34 of this exchange offer memorandum before you decide whether to participate in the Exchange Offer
and acquire the New Notes.
We have not registered the New Notes under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of
any state or other jurisdiction. The New Notes may not be offered or sold in the United States or to or for the account or benefit of any U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offer is directed only to holders of Old Notes who
are (1) "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) persons other than "U.S. persons" as defined in Rule 902 under the Securities
Act in offshore transactions in compliance with Regulation S under the Securities Act ("Regulation S") who are qualified offerees in other jurisdictions. Only holders
who have returned a duly completed eligibility letter that accompanies this Offering Memorandum (the "Eligibility Letter") certifying that they are within one
of the categories described in the immediately preceding sentence are authorized to receive and review this Offering Memorandum and to participate in the
Exchange Offer (such holders, "Eligible Holders"). For a description of restrictions on transfers of the New Notes, see "Transfer Restrictions."
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC") NOR ANY STATE SECURITIES COMMISSION OR
OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THE EXCHANGE OFFER OR THE NEW NOTES, OR PASSED UPON THE
MERITS OR FAIRNESS OF THE EXCHANGE OFFER OR THE NEW NOTES OR DETERMINED IF THIS EXCHANGE OFFER MEMORANDUM IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Delivery of the New Notes will be made to investors in book-entry form through The Depository Trust Company ("DTC") for the accounts of its participants, including Euroclear Bank S.A./N.V.
("Euroclear"), as operator of the Euroclear System, and Clearstream Banking, société anonyme ("Clearstream") on the applicable Settlement Date (as defined herein).
Dealer Managers
Citigroup
Itaú BBA
Santander
The date of this exchange offer memorandum is July 2, 2020.
41899.00007


The Company is inviting Eligible Holders to offer to exchange their Old Notes for the applicable Consideration pursuant
to the Exchange Offer. A brief summary of the commercial terms of the Exchange Offer are set forth in the table on the cover
page of this exchange offer memorandum. This summary is subject to the more detailed description of the Exchange Offer
included elsewhere in this exchange offer memorandum.
Only Eligible Holders that validly tender and do not validly withdraw their Old Notes on or prior to the Early Participation
Date, will be eligible to receive the Early Exchange Consideration of US$950 principal amount of New Notes and US$100 of
cash for each US$1,000 principal amount of Old Notes, which cash amount includes the Early Exchange Additional
Consideration of US$50 of cash, for such Old Notes validly tendered, not validly withdrawn and accepted by the Company on
the Early Settlement Date (as defined herein). Eligible Holders that validly tender and do not validly withdraw Old Notes after
the Early Participation Date and on or prior to the Expiration Date will be eligible to receive only the Exchange Consideration
of US$950 principal amount of New Notes and US$50 of cash, but no Early Exchange Additional Consideration, for each
US$1,000 principal amount of Old Notes validly tendered, not validly withdrawn and accepted by the Company on the Final
Settlement Date (as defined herein).
The New Notes will be issued in minimum denominations of US$1,000 and integral multiples of US$1,000 in excess
thereof. Accordingly, an Eligible Holder must tender Old Notes in a principal amount sufficient to receive at least US$1,000
principal amount of New Notes in exchange for such Old Notes, based on the Early Exchange Consideration or the Exchange
Consideration, as the case may be. Any Eligible Holder that tenders less than such amount will not be able to participate in
the Exchange Offer. Subject to the foregoing, tender instructions with respect to Old Notes will be accepted only in permitted
denominations, which are minimum denominations of US$1,000 and integral multiples of US$1,000 in excess thereof. The
amount of New Notes to be issued to any Eligible Holder will be rounded down to the nearest US$1,000. Any fractional
portion of New Notes not received as a result of rounding down will be paid in cash.
Subject to satisfaction or waiver of certain conditions (including the Minimum Exchange Condition, as defined below),
for Old Notes that are validly tendered, not validly withdrawn and accepted by the Company on or prior to the Early
Participation Date, we expect the settlement date to be the second business day after the Early Participation Date, or as soon
as practicable thereafter (the "Early Settlement Date"). For Old Notes that are validly tendered, not validly withdrawn and
accepted by the Company after the Early Participation Date and on or prior to the Expiration Date, we expect the settlement
date to be the business day immediately after the Expiration Date, or as soon as practicable thereafter (the "Final Settlement
Date" and, together with the Early Settlement Date, the "Settlement Dates"). The New Notes issued on each of the Early
Settlement Date and the Final Settlement Date are expected to be fully fungible and trade interchangeably with each other.
There is no guarantee that this will be the case, however. See "Risk Factors--If you tender your Old Notes after the Early
Participation Date, you may be issued New Notes with different CUSIP and ISIN numbers than those of the New Notes to
be issued on the Early Settlement Date."
On the applicable Settlement Date, all Eligible Holders whose Old Notes are validly tendered, not validly withdrawn
and accepted for exchange by the Company will also receive a cash payment equal to the applicable accrued and unpaid
interest on the Old Notes validly tendered from the last applicable interest payment date up to, but excluding, such Settlement
Date, less the amount of interest accrued on the New Notes from the closing date of the New Notes Offering (as defined
herein) to, but excluding, such Settlement Date.
Principal of the New Notes will be amortized over 4 annual periods, beginning on March 23, 2022.
Interest on the New Notes will begin to accrue on the Early Settlement Date. On the applicable Settlement Date, all Eligible
Holders whose Old Notes are validly tendered, not validly withdrawn and accepted for exchange by the Company will also
receive a cash payment equal to the applicable accrued and unpaid interest on the Old Notes validly tendered from the last
interest payment date up to, but excluding, the Early Settlement Date (the "Accrued and Unpaid Interest"). Eligible Holders
whose Old Notes are validly tendered, not validly withdrawn and accepted for exchange by the Company after the Early
Participation Date and on or prior to the Expiration Date, will receive the Accrued and Unpaid Interest, less the amount of
interest accrued on the New Notes, if any, from and including the Early Settlement Date up to, but excluding, the Final
Settlement Date.
i


Withdrawal Rights
Tenders of Old Notes may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on July 16, 2020,
unless extended by us (such date and time, as it may be extended, the "Withdrawal Date"), but will thereafter be irrevocable,
except in certain limited circumstances where additional withdrawal rights are required by law (as determined by us).
Conditions to the Exchange Offer
The Exchange Offer is subject to certain conditions as described under "Description of the Exchange Offer--Conditions
to the Exchange Offer" (including, without limitation, the Minimum Exchange Condition) which may be asserted or waived
by us in full or in part in our sole discretion without extending the Expiration Date.
Although we have no present intention to do so, we expressly reserve the right to amend or terminate, at any time, the
Exchange Offer and to not accept for exchange any Old Notes not theretofore accepted for exchange. We will give you notice
of any amendments or termination if required by applicable law.
The New Notes
We will pay interest on the New Notes on March 23 and September 23 of each year, beginning on September 23, 2020.
Interest on the New Notes will begin to accrue from and including the Early Settlement Date, which is the first closing date
for our offering of up to US$950,000,000 8.500% Senior Amortizing Notes due 2025. Principal of the New Notes will be
amortized over 4 annual periods, beginning on March 23, 2022. The New Notes will mature on March 23, 2025.


IMPORTANT DATES
You should take note of the following dates in connection with the Exchange Offer:
Date
Calendar Date and Time
Event
Commencement Date
July 2, 2020.
The day the Exchange Offer is announced and this
Exchange Offer Memorandum is made available to
Eligible Holders.
Early Participation Date
5:00 p.m., New York City time, on
The deadline for Eligible Holders to validly tender Old
July 16, 2020, unless extended or
Notes for exchange in order to be eligible to receive the
earlier terminated by the Company.
Early Exchange Consideration.
Withdrawal Date
5:00 p.m., New York City time, on
The deadline for Old Notes validly tendered for exchange
July 16, 2020, unless extended or
prior to the Early Participation Date to be validly
earlier terminated by the Company.
withdrawn, unless a later deadline is required by law. See
"Description of the Exchange Offer--Withdrawal of
Tenders."
Unless the context indicates otherwise, all references to a
valid tender of Old Notes in this exchange offer
memorandum shall mean that such Old Notes have been
validly tendered or delivered, at or prior to the Early
Participation Date or the Expiration Date, as applicable,
and such tender or delivery has not been validly withdrawn
or revoked at or prior to the Withdrawal Date.
Early Settlement Date
It is expected that the Early Settlement
New Notes will be issued, subject to satisfaction or waiver
Date, if it occurs, will be on or around
of certain conditions (including the Minimum Exchange
July 20, 2020, the second business day
Condition) and at our option, and any applicable cash
after the Early Participation Date, or as
amounts will be paid, in exchange for any Old Notes
soon as practicable thereafter
validly tendered for exchange in the Exchange Offer and
accepted by the Company, in the amount and manner
described in this exchange offer memorandum.
Expiration Date
11:59 p.m., New York City time, on
The deadline for Eligible Holders to validly tender Old
July 30, 2020, unless extended or
Notes for exchange to be eligible to receive the Exchange
earlier terminated by the Company.
Consideration.
Final Settlement Date
It is expected that the Final Settlement
Additional New Notes will be issued, subject to
Date will be on or around July 31,
satisfaction or waiver of certain conditions (including the
2020, the business day immediately
Minimum Exchange Condition) and at our option, and any
after the Expiration Date.
applicable cash amounts will be paid, in exchange for any
Old Notes validly tendered, and not validly withdrawn
after the Early Participation Date and on or prior to the
Expiration Date, for exchange in the Exchange Offer and
accepted by the Company, in the amount and manner
described in this exchange offer memorandum. We expect
such Additional New Notes to constitute a single series
and to be fully fungible with the New Notes also being
offered hereby.
The above times and dates are subject to the Company's right to extend, amend and/or terminate the Exchange
Offer (subject to applicable law and as provided in this exchange offer memorandum). Eligible Holders 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 a beneficial owner in order for that beneficial owner to be able
to participate in, or withdraw their instruction to participate in, the Exchange Offer on or before the deadlines
specified in this exchange offer memorandum. The deadlines set by any such intermediary and DTC for the
submission of tender instructions may be earlier than the relevant deadlines specified above.


TABLE OF CONTENTS
Page
Enforcement of Civil Liabilities...................................................................................................................................................iv
Forward-Looking Statements ........................................................................................................................................................v
Where You Can Find More Information.......................................................................................................................................v
Incorporation by Reference..........................................................................................................................................................vi
Summary .......................................................................................................................................................................................1
Summary of the Exchange Offer.................................................................................................................................................13
Summary of The New Notes .......................................................................................................................................................17
Risk Factors.................................................................................................................................................................................34
Use of Proceeds ...........................................................................................................................................................................43
Capitalization ..............................................................................................................................................................................44
Management's Discussion and Analysis of Financial Condition and Results of Operations .....................................................45
Major Shareholders and Related Party Transactions ..................................................................................................................62
Description of the Exchange Offer..............................................................................................................................................64
Description of the New Notes .....................................................................................................................................................72
Form of the New Notes ...............................................................................................................................................................93
Selling Restrictions .....................................................................................................................................................................97
Transfer Restrictions .................................................................................................................................................................101
Taxation.....................................................................................................................................................................................104
Legal Matters.............................................................................................................................................................................122
Independent Auditors ................................................................................................................................................................122
Listing and General Information ...............................................................................................................................................123
_______________________
We have not, and the dealer managers have not, authorized anyone to provide you with any other information, and
we and the dealer managers take no responsibility for any other information that anyone else may provide you. We are not,
and the dealer managers are not, making an offer of these securities in any jurisdiction where the offer is not permitted. You
should not assume that the information contained, or incorporated by reference, in this exchange offer memorandum is
accurate as of any date other than the date of this exchange offer memorandum.
_______________________
In this exchange offer memorandum, we use the terms "YPF," the "Company," "we," "our" and "us" to refer to YPF
Sociedad Anónima and its controlled companies, except where the context requires otherwise.
_______________________
This exchange offer memorandum has been prepared by us solely for use in connection with the Exchange Offer.
We reserve the right to reject any offer to exchange, in whole or in part, for any reason, or to sell less than all of the New
Notes offered by this exchange offer memorandum. Citigroup Global Markets Inc., Itau BBA USA Securities, Inc. and
Santander Investment Securities Inc. will act as dealer managers with respect to the Exchange Offer. This exchange offer
memorandum does not constitute an offer to any other person or to the public in general to subscribe for or otherwise acquire
the New Notes. Distribution of this exchange offer memorandum by you to any person other than those persons retained to
advise you is unauthorized, and any disclosure of any of the contents of this exchange offer memorandum without our prior
written consent is prohibited.
You must (1) comply with all applicable laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this exchange offer memorandum and the purchase, offer or sale of the New Notes, and
(2) obtain any required consent, approval or permission for the purchase, offer or sale by you of the New Notes under the
i


laws and regulations applicable to you in force in any jurisdiction to which you are subject or in which you make such
purchases, offers or sales, and neither we nor the dealer managers nor their agents have any responsibility therefor. See
"Transfer Restrictions" for information concerning some of the transfer restrictions applicable to the New Notes.
You acknowledge that:

you have been afforded an opportunity to request from us, and to review, all additional information considered by
you to be necessary to verify the accuracy of, or to supplement, the information contained, or incorporated by
reference, in this exchange offer memorandum;

you have not relied on the dealer managers or their agents or any person affiliated with the dealer managers or their
agents in connection with your investigation of the accuracy of such information or your investment decision; and

no person has been authorized to give any information or to make any representation concerning us or the New
Notes other than those as set forth, or incorporated by reference, in this exchange offer memorandum. If given or
made, any such other information or representation should not be relied upon as having been authorized by us, the
dealer managers or their agents.
In making an investment decision, you must rely on your own examination of our business and the terms of
this offering, including the merits and risks involved. The New Notes have not been recommended by any federal or
state securities commission or regulatory authority. Furthermore, these authorities have not confirmed the accuracy
or determined the adequacy of this exchange offer memorandum. Any representation to the contrary is a criminal
offense.
The public offer of the New Notes described in this exchange offer memorandum is included in the
authorization granted by the CNV to the Company to act under the Frequent Issuer Regime, in accordance with
Section VIII, Chapter V, Title II of the Rules of the CNV. Neither the exchange offer memorandum nor the Argentine
pricing supplement have been previously reviewed or approved by the CNV.
This exchange offer memorandum may only be used for the purpose for which it has been published. The
dealer managers are not making any representation or warranty as to the accuracy or completeness of the
information contained, or incorporated by reference, in this exchange offer memorandum, and nothing contained, or
incorporated by reference, in this exchange offer memorandum is, or shall be relied upon as, a promise or
representation, whether as to the past or the future. The dealer managers have not independently verified any of such
information and assume no responsibility for the accuracy or completeness of the information contained, or
incorporated by reference, in this exchange offer memorandum.
_______________________
See "Risk Factors" in this exchange offer memorandum as well as the risk factors set forth in our 2019 20-F (as defined
below), which is incorporated by reference into this exchange offer memorandum, for a description of certain factors relating
to an investment in the New Notes, including information about our business. None of us, Citigroup Global Markets Inc., Itau
BBA USA Securities, Inc. and Santander Investment Securities Inc., who are serving as dealer managers for the Exchange
Offer (the "Dealer Managers"), the trustee for the Old Notes (the "Old Notes Trustee"), the trustee for the New Notes (the
"New Notes Trustee") or any of our and their respective affiliates is making any representation to you regarding the legality
of an investment in the New Notes. You should consult with your own advisors as to legal, tax, business, financial and related
aspects of an investment in the New Notes. You must comply with all laws applicable in any place in which you buy, offer or
sell the New Notes or possess or distribute this exchange offer memorandum, and you must obtain all applicable consents and
approvals. None of us, the Dealer Managers, the Old Notes Trustee, the New Notes Trustee or any of our or their respective
affiliates shall have any responsibility for any of the foregoing legal requirements.
In making an investment decision, you must rely on your own examination of our business and the terms of the
Exchange Offer, including the merits and risks involved. The New Notes have neither been approved or disapproved,
nor recommended by, any federal or state securities commission or regulatory authority. Furthermore, these authorities
ii


have not confirmed the accuracy or determined the adequacy of this exchange offer memorandum. Any representation
to the contrary is a criminal offense.
None of the Dealer Managers is making any representation or warranty, express or implied, as to the accuracy or
completeness of the information contained or incorporated by reference in this exchange offer memorandum. None of the
Dealer Managers have independently verified any of such information and assumes no responsibility for its accuracy or
completeness.
The Exchange Offer is being made in reliance upon an exemption from registration under the Securities Act for an offer
and sale of securities that does not involve a public offering. The New Notes are subject to restrictions on transferability and
resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws,
pursuant to registration or exemption therefrom. In making your investment, you will be deemed to have made certain
acknowledgments, representations and agreements set forth in this exchange offer memorandum under the caption "Transfer
Restrictions." As a prospective investor, you should be aware that you may be required to bear the financial risks of this
investment for an indefinite period of time.
iii


ENFORCEMENT OF CIVIL LIABILITIES
We are incorporated under the laws of Argentina. Substantially all of our assets are located outside the United States.
The majority of our directors and officers and certain advisors named herein reside in Argentina or elsewhere outside the United
States. As a result, it may not be possible for investors to effect service of process within the United States upon us or such
persons or to enforce against us or them in United States courts judgments predicated upon the civil liability provisions of the
federal securities laws of the United States.
We have been advised by our Argentine counsel, Bruchou, Fernández Madero & Lombardi, that a substantial portion
of our assets located in Argentina could not be subject to attachment or foreclosure if a court were to find that such properties
are necessary to the provision of an essential public service, unless the Argentine government otherwise approves the release
of such property affected as an essential public service. In accordance with Argentine law, as interpreted by the Argentine
courts, assets which are necessary to the provision of an essential public service may not be attached, whether preliminarily or
in aid of execution.
Our Argentine counsel has also advised us that judgments of United States courts for civil liabilities based upon the
federal securities laws of the United States may be enforced in Argentina, provided that the requirements of Article 517 of the
Federal Civil and Commercial Procedure Code of Argentina (if enforcement is sought before federal courts) are met as follows:
(i) the judgment, which must be final in the jurisdiction where rendered, was issued by a court competent in accordance with
the Argentine principles regarding international jurisdiction and resulted from a personal action, or an in rem action with respect
to personal property if such was transferred to Argentine territory during or after the prosecution of the foreign action, (ii) the
defendant against whom enforcement of the judgment is sought was personally served with the summons and, in accordance
with due process of law, was given an opportunity to defend against foreign action, (iii) the judgment must be valid in the
jurisdiction where rendered and meet authenticity requirements under Argentine law, (iv) the judgment does not violate the
principles of public policy of Argentine law, and (v) the judgment is not contrary to a prior or simultaneous judgment of an
Argentine court.
Subject to compliance with Article 517 of the Federal Civil and Commercial Procedure Code described above, a
judgment against us or the persons described above obtained outside Argentina would be enforceable in Argentina without
reconsideration of the merits.
We have been further advised by our Argentine counsel that:

original actions based on the federal securities laws of the United States may be brought in Argentine courts
and that, subject to applicable law, Argentine courts may enforce liabilities in such actions against us, our
directors, our executive officers and the advisors named in this exchange offer memorandum; and

the ability of a judgment creditor or the other persons named above to satisfy a judgment by attaching certain
assets of ours is limited by provisions of Argentine law.
iv