Irsa Investments & Representations Inc 6-K, filed Jun 17, 2022
Irsa Investments & Representations Inc (IRS)
6-K
2022-06-17
For: 2022-06-16
View Original
Added on
April 08, 2026
About this 6-K
Irsa Investments & Representations Inc filed this 6-K on June 17, 2022.
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN ISSUER
PURSUANT
TO RULE 13a-16 OR 15b-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of June, 2022
IRSA
Inversiones y Representaciones Sociedad Anonima
(Exact name of Registrant as specified in its charter)
IRSA
Investments and Representations Inc.
(Translation of registrant´s name into English)
Republic
of Argentina
(Jurisdiction of incorporation or organization)
Carlos
Della Paolera 261 9th Floor
(C1001ADA)
Buenos
Aires, Argentina
(Address of principal
executive offices)
Form 20-F ⌧ Form
40-F ☐
Indicate by
check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes ☐ No
x
IRSA
INVERSIONES Y REPRESENTACIONES SOCIEDAD ANONIMA
(THE
“COMPANY”)
REPORT
ON FORM 6-K
Buenos
Aires, June 16, 2022 – IRSA Inversiones y Representaciones
S.A. (NYSE:IRS;BYMA:IRSA), announced
that it has extended the expiration date of its previously
announced offer to exchange (the “Exchange
Offer”) any and all of
its US$360,000,000 aggregate principal amount of outstanding 8.750%
Notes due 2023 Series No. 2 (CUSIPs: 463588 AA1 (144A) / P5880U AB6
(Reg S); ISINs: US463588AA16 (144A) / USP5880UAB63 (Reg S))
originally issued by IRSA Propiedades Comerciales S.A.
(“IRSA
CP”) (the
“Existing
Notes”) for 8.750% Senior
Notes due 2028 (the “New
Notes”) to be issued by
IRSA and the cash consideration, as more fully described in the
exchange offer memorandum dated May 16, 2022 (as amended, the
“Exchange Offer
Memorandum”). IRSA hereby
extends such expiration date from 5:00 p.m., New York City time, on
June 16, 2022, to 5:00 p.m., New York City time, on June 28, 2022
(such time and date, the “Expiration
Date”). Capitalized terms
not defined herein shall have the meanings ascribed to them in the
Exchange Offer Memorandum.
According to information provided by Morrow Sodali International
LLC, the information and exchange agent for the Exchange Offer (the
“Information and
Exchange Agent”), as of
5:00 p.m., New York City time, on June 16, 2022, US$210,308,500
aggregate principal amount of the Existing Notes (the
“Tendered
Notes”) were validly
tendered and were not validly withdrawn, which represents 58.42% of
the outstanding aggregate principal amount of the Existing Notes.
Of the aggregate principal amount of Tendered Notes, (i)
US$118,382,500, representing approximately 56.29% of the principal
amount of Tendered Notes, were tendered under Option A, and (ii)
US$91,926,000, representing approximately 43.71% of the principal
amount of Tendered Notes, were tendered under Option B. If no
additional Existing Notes were to be tendered after 5:00 p.m., New
York City time, on June 16, 2022, Eligible Holders who have validly
tendered and not validly withdrawn their Existing Notes under
Option A prior to or at 5:00 p.m., New York City time, on June 16,
2022, would receive US$532.96 of Pro-Rata A Cash Consideration per
US$1,000 principal amount of Existing Notes tendered under Option
A. At the Expiration Date, the actual cash consideration to be
received by each Eligible Holder whose Existing Notes are accepted
in the Exchange Offer will be determined on the basis of the actual
participation by Eligible Holders in the Exchange Offer and their
selection between Option A and Option B.
Eligible Holders who have not already done so may tender their
Existing Notes for exchange until the Expiration Date. The
Withdrawal Date occurred on June 2, 2022, and has not been
extended. As a result, any Existing Notes validly tendered on or
after the date hereof and prior to the Expiration Date may not be
withdrawn except in limited circumstances.
General Information
IRSA expects, on July 1st, 2022, which is the third business day
after the Expiration Date (as may be extended by IRSA in its sole
discretion, the “Settlement
Date”), to issue and
deliver the applicable principal amount of New Notes and deliver
the applicable Exchange Consideration in exchange for any Existing
Notes validly tendered and not validly withdrawn and accepted for
exchange, in the amount and manner described in the Exchange Offer
Memorandum. IRSA will not be obligated to issue or deliver New
Notes or pay any cash amount with respect to the Exchange Offer
unless the Exchange Offer is consummated. Eligible Holders of the
Existing Notes who are Argentine Entity Offerees or Non-Cooperating
Jurisdiction Offerees may be subject to certain tax withholdings
resulting from the exchange of their Existing Notes. See
“Taxation—Certain Argentine Tax Considerations”
in the Exchange Offer Memorandum.
The New Notes are being offered for exchange only (1) to holders of
Existing Notes that are “qualified institutional
buyers” as defined in Rule 144A under U.S. Securities Act, as
amended (the “Securities
Act”), 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 Existing
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 compliance with Regulation S under the
Securities Act. Only holders who have submitted a duly completed
and returned electronic Eligibility Letter certifying that they are
within one of the categories described in the immediately preceding
sentence are authorized to receive and review the Exchange Offer
Memorandum and to participate in the Exchange Offer (such holders,
“Eligible
Holders”).
The Exchange Offer is subject to certain conditions as described in
the Exchange Offer Memorandum (including, without limitation, the
Minimum Exchange Condition) which are for the sole benefit of IRSA
and may be waived by IRSA, in full or in part, in its absolute
discretion. Although IRSA has no present intention to do so,it
expressly reserves the right to amend or terminate, at any time,
the Exchange Offer and to not accept for exchange any Existing
Notes not theretofore accepted for exchange. IRSA will give notice
of any amendments or termination if required by applicable
law.
If you do not exchange your Existing Notes or if you tender
Existing Notes that are not accepted for exchange, they will remain
outstanding. If IRSA consummates the Exchange Offer, the trading
market for your outstanding Existing Notes may be significantly
more limited. For a discussion of this and other risks, see
“Risk Factors” in the Exchange Offer
Memorandum.
This
press release is qualified in its entirety by the Exchange Offer
Documents.
None of IRSA, its board of directors, the Dealer Managers (as
defined herein), the Information and Exchange Agent or the New
Notes Trustee with respect to the Existing Notes or any of their
respective affiliates is making any recommendation as to whether
Eligible Holders should exchange their Existing Notes in the
Exchange Offer. Holders must make their own decision as to whether
to participate in the Exchange Offer, and, if so, the principal
amount of Existing Notes to exchange.
Neither the delivery of this announcement, the Exchange Offer
Documents nor any purchase pursuant to the Exchange Offer shall
under any circumstances create any implication that the information
contained in this announcement or the Exchange Offer Documents is
correct as of any time subsequent to the date hereof or thereof or
that there has been no change in the information set forth herein
or therein or in IRSA’s affairs since the date hereof or
thereof.
This press release is for informational purposes only and does not
constitute an offer or an invitation to participate in the Exchange
Offer. The Exchange Offer is being made pursuant to the Exchange
Offer Documents (and, to the extent applicable, the local offering
documents in Argentina), copies of which will be delivered to
holders of the Existing Notes, and which set forth the complete
terms and conditions of the Exchange Offer. Eligible Holders are
urged to read the Exchange Offer Documents carefully before making
any decision with respect to their Existing Notes. The Exchange
Offer is not being made to, nor will IRSA accept exchanges of
Existing Notes from holders in any jurisdiction in which it is
unlawful to make such an offer.
Forward Looking Statements
This press release may contain forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of
the U.S. Securities Exchange Act of 1934, as amended. These
statements include, but are not limited to, statements related to
IRSA’s expectations regarding the performance of its
business, financial results, liquidity and capital resources,
contingencies and other non-historical statements. You can identify
these forward-looking statements by the use of words such as
“believes,” “expects,”
“potential,” “continues,”
“may,” “will,” “should,”
“seeks,” “approximately,”
“predicts,” “intends,” “plans,”
“estimates,” “anticipates” or the negative
version of these words or other comparable words. Such
forward-looking statements are subject to various risks,
uncertainties and assumptions. These statements should not be
construed as exhaustive and should be read in conjunction with the
other cautionary statements that are included in this press release
and in the Exchange Offer Documents. IRSA undertakes no obligation
to publicly update or review any forward-looking statements,
whether as a result of new information, future developments or
otherwise, except as required by applicable law.
SIGNATURES
Pursuant to the
requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of
Buenos Aires, Argentina.
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IRSA Inversiones y Representaciones Sociedad
Anónima
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June 16, 2022
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By:
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/s/ Saúl
Zang
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Saúl
Zang
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Responsible for the
Relationship with the Markets
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