IRSA offers to exchange $360 million notes due 2023 under two options

By Rebecca Melvin

Concord, N.H., May 17 – Argentina’s IRSA Inversiones y Representaciones SA began an offer on Monday to exchange any and all of its $360 million principal amount outstanding of 8¾% series 2 notes due 2023 (ISINs: US463588AA16, USP5880UAB63) for new notes and a cash consideration, according to a company announcement.

The company is offering to exchange the series 2 notes, originally issued by IRSA Propiedades Comerciales SA, for new 8¾% senior notes due 2028 to be issued by IRSA.

The existing notes are currently listed on the Luxembourg Stock Exchange and traded on the Euro MTF Market and are listed on the BYMA and traded on the MAE. They include about $9.4 million notes held by IRSA and its subsidiaries.

There are two exchange offer options between which holders may choose, and they are mutually exclusive.

Option A

Tendering existing notes under option A, holders will receive new notes in a principal amount equal to 1.015 times the difference between $1,000 and the pro rata A cash consideration received by each eligible holder for each $1,000 principal amount of existing notes validly tendered on or before the early participation date and accepted for exchange, or new notes in a principal amount equal to the difference between $1,000 and the pro rata A cash consideration received after the early participation date but prior to the expiration time.

The pro rata A cash consideration that will be payable to eligible holders will be equivalent to the A cash consideration divided by the principal amount of existing notes accepted under option A times 1,000.

The A cash consideration is an aggregate amount equivalent to the lesser of 30% of the aggregate principal amount of existing notes that are validly tendered and accepted and the principal amount of the existing notes accepted for exchange under option A.

Option B

Tendering existing notes under option B, holders will receive $1,030 principal amount of new notes for each $1,000 principal amount of existing notes tendered by the early participation date and accepted for exchange, or $1,000 principal amount of new notes for each $1,000 principal amount of existing notes validly tendered after the early date but before the offer expiration.

Details

To be eligible to receive the early A consideration or the early B consideration, holders must validly tender and not validly withdraw their existing notes at or prior to 5 p.m. ET on June 2. The early participation date is also the withdrawal deadline.

The exchange offer will expire at 5 p.m. ET on June 16 and is expected to settle on June 22.

Tendering holders will be entitled to receive accrued interest from the interest payment date on March 23 to but excluding the settlement date.

Eligible holders of the existing notes who are Argentine entity offerees may be subject to certain tax withholdings resulting from the exchange of their existing notes.

Morrow Sodali International LLC (https://bonds.morrowsodali.com/IRSAEligibility) is acting as the exchange and information agent for the offer; and BCP Securities, Inc., Citigroup Global Markets Inc., Itau BBA USA Securities, Inc. and Santander Investment Securities Inc. are acting as dealer managers of the Rule 144A and Regulation S offer.

IRSA is a real estate company based in Buenos Aires.

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