BUENOS AIRES,
Argentina,
Sept. 10, 2018 /PRNewswire/ -- YPF Sociedad
Anónima ("YPF") today announced that it has commenced a cash
tender offer (the "Tender Offer") for any and all of its
outstanding US$452,198,000 aggregate
principal amount of 8.875% Senior Notes due 2018 (the
"Notes") (144A CUSIP / ISIN Nos. 984245 AJ9/US984245AJ90 and
Reg S CUSIP / ISIN P989MJ AU5/USP989MJAU54).
The Tender Offer is scheduled to expire at 5:00 p.m., New York
City time, on September 17,
2018, unless extended or earlier terminated (such time, as
may be extended, the "Expiration Time"). Holders who validly
tender their Notes prior to the Expiration Time will be eligible to
receive US$1,005 for each
US$1,000 principal amount of Notes,
plus accrued interest.
Completion of the Tender Offer is subject to certain market and
other conditions. Settlement of the Tender Offer is expected to
occur on the first business day following the Expiration Time,
unless terminated.
Tendered Notes may be withdrawn at any time at or prior to the
earlier of the Expiration Time and, in the event that the Tender
Offer is extended, the tenth business day after commencement of the
Tender Offer. Tendered Notes may be withdrawn at any time after the
60th business day after commencement of the Tender Offer if for any
reason the offer has not been consummated within 60 business days
after commencement.
Upon the terms and subject to the conditions of the Tender Offer
set forth in the Offer to Purchase, dated as of September 10, 2018 (the "Offer to
Purchase"), all Notes validly tendered and not validly
withdrawn or with respect to which a properly completed and duly
executed Notice of Guaranteed Delivery (as described in the Offer
to Purchase) is delivered at or prior to the Expiration Time, as
applicable, will be accepted for purchase. The Company reserves the
absolute right to amend, terminate or withdraw the Tender Offer in
its sole discretion, subject to disclosure and other requirements
as required by applicable law. In the event of termination or
withdrawal of the Tender Offer, Notes tendered and not accepted for
purchase pursuant to the Tender Offer will be promptly returned to
the tendering holders.
The complete terms and conditions of the Tender Offer are
described in the Offer to Purchase, the related Letter of
Transmittal and a Notice of Guaranteed Delivery, copies of which
may be obtained from D.F. King & Co., Inc., the tender agent
and information agent (the "Tender Agent and Information
Agent") for the Tender Offer, at www.dfking.com/ypf, by
telephone at (800) 628-8509 (U.S. toll free) and (212) 269-5550
(collect), in writing at 48 Wall Street, 22nd Floor New York, New York 10005, or by email to
ypf@dfking.com.
YPF has engaged Itau BBA USA
Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated to act as the dealer managers (the "Dealer
Managers") in connection with the Tender Offer. Questions
regarding the terms of the Tender Offer may be directed to Itau BBA
USA Securities Inc. by telephone
at +1 (888) 770-4828 (U.S. toll free) or + 1 (212) 710-6749
(collect) and Merrill Lynch, Pierce, Fenner & Smith
Incorporated by telephone at +1 (888) 292-0070 (U.S. toll free) or
+1 (646) 855-8988 (collect).
None of YPF, the Dealer Managers, the Tender Agent and
Information Agent or the trustee for the Notes, or any of their
respective affiliates, is making any recommendation as to whether
Holders should or should not tender any Notes in response to the
Tender Offer or expressing any opinion as to whether the terms of
the Tender Offer are fair to any holder. Holders must make
their own decision as to whether to tender any of their Notes and,
if so, the principal amount of Notes to tender. Please refer
to the Offer to Purchase for a description of the offer terms,
conditions, disclaimers and other information applicable to the
Tender Offer.
This press release is for informational purposes only and does
not constitute an offer to purchase or the solicitation of an offer
to sell the Notes. The Tender Offer is being made solely by means
of the Offer to Purchase and the related Letter of Transmittal. The
Tender Offer is not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. In those jurisdictions where the securities, blue sky
or other laws require any tender offer to be made by a licensed
broker or dealer, the Tender Offer will be deemed to be made on
behalf of YPF by the Dealer Managers or one or more registered
brokers or dealers licensed under the laws of such
jurisdiction.
Disclaimer
This release may contain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
United States Securities Exchange Act of 1934, as amended,
including those related to the tender for Notes and whether or not
YPF will consummate the Tender Offer. Forward-looking information
involves important risks and uncertainties that could significantly
affect anticipated results in the future, and, accordingly, such
results may differ from those expressed in any forward-looking
statements. These risks and uncertainties include, but are not
limited to, general economic, political and business conditions in
Argentina and South America, existing and future
governmental regulations, fluctuations in the price of petroleum
and petroleum products, supply and demand levels, currency
fluctuations, exploration, drilling and production results, changes
in reserves estimates, success in partnering with third parties,
loss of market share, industry competition, environmental risks,
physical risks, the risks of doing business in developing
countries, legislative, tax, legal and regulatory developments,
economic and financial market conditions in various countries and
regions, political risks, wars and acts of terrorism, natural
disasters, project delays or advancements and lack of approvals.
Additional information concerning potential factors that could
affect the company's financial results is included in the filings
made by YPF and its affiliates before the Comisión Nacional de
Valores in Argentina and with the
U.S. Securities and Exchange Commission, in particular, in YPF's
Annual Report on Form 20-F for the fiscal year ended December 31, 2017 and its current reports filed
with the Securities and Exchange Commission. In light of the
foregoing, the forward-looking statements included in this document
may not occur. Except as required by law, YPF does not undertake to
publicly update or revise these forward-looking statements even if
experience or future changes make it clear that the projected
performance, conditions or events expressed or implied therein will
not be realized.
Investor Relations
E-mail: inversoresypf@ypf.com
Website: inversores.ypf.com
Macacha Güemes 515
C1106BKK Buenos Aires
(Argentina)
Phone: 54 11 5441 1215
Fax: 54 11 5441 2113
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SOURCE YPF Sociedad Anonima