Irsa Investments & Representations Inc 6-K, filed Jun 3, 2022
Irsa Investments & Representations Inc (IRS)
6-K
2022-06-03
For: 2022-06-03
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Added on
July 04, 2026
About this 6-K
Irsa Investments & Representations Inc filed this 6-K on June 3, 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 3, 2022 - IRSA Inversiones y
Representaciones S.A. (NYSE:IRS, ByMA:IRSA), Argentina's leading
Real Estate company, announced
the results as of the Early Participation Date (as defined below)
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 (the
“Exchange Offer
Memorandum”). Capitalized
terms not defined herein shall have the meanings ascribed to them
in the Exchange Offer Memorandum. In addition, IRSA today announced
its amendment to the Exchange Offer Memorandum to modify the
Exchange Consideration.
Early Participation Date Results
The Early Participation Date with respect to the Exchange Offer
occurred at 5:00 p.m., New York City time, on June 2, 2022 (such
time and date, the “Early Participation
Date”). According to
information provided by Morrow Sodali International LLC, the
information and exchange agent for the Exchange Offer (the
“Information and
Exchange Agent”),
US$203,605,500 aggregate principal amount of the Existing Notes
(the “Tendered
Notes”) were validly
tendered and were not validly withdrawn prior to or at the Early
Participation Date, which represents 56.56% of the outstanding
aggregate principal amount of the Existing Notes. Of the aggregate
principal amount of Tendered Notes, (i) US$115,142,500,
representing approximately 56.55% of the principal amount of
Tendered Notes, were tendered under Option A, and (ii)
US$88,463,000, representing approximately 43.45% of the principal
amount of Tendered Notes, were tendered under Option B. If no
additional Existing Notes were to be tendered after the Early
Participation Date, Eligible Holders who have validly tendered and
not validly withdrawn their Existing Notes under Option A prior to
or at the Early Participation Date would receive US$530.49 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 5:00 p.m., New York City time, on
June 16, 2022 (such date and time, as the same may be extended, the
“Expiration
Date”). Concurrently with
the Early Participation Date, the Withdrawal Date has also
occurred. 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.
Modifications to the Exchange Consideration
Eligible Holders who tender their Existing Notes on or before the
Expiration Date, whether or not they tender their Existing Notes
before or after the Early Participation Date, whose Existing Notes
are validly tendered and accepted for exchange, will receive the
same Exchange Consideration as Eligible Holders who tendered their
Existing Notes prior to or at the Early Participation Date.
Accordingly, the Early A New Notes Consideration will now be the A
New Notes Consideration, the Early A Consideration will now be the
A Consideration, the Early B Consideration will now be the B
Consideration, and the Early Exchange Consideration will now be the
Exchange Consideration. The revised terms of the Exchange Offer are
summarized below:
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Exchange Consideration(2)
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Existing Notes
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Option A(3)
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or Option B
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Description
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CUSIP/ISIN (144A and
Reg S)
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Principal Amount Outstanding
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A New Notes Consideration
(Principal Amount of New Notes)
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A Cash Consideration
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B Consideration (Principal Amount of New Notes)
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8.750%
Notes due 2023(1)
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CUSIPs:
463588
AA1 / P5880U AB6
ISINs:
US463588AA16 /
USP5880UAB63
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US$360,000,000
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1.015 times the difference between U.S.$1,000 and the Pro-Rata A
Cash Consideration(4)
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Aggregate amount equivalent to the lesser of (x) 30% of the
aggregate principal amount of Existing Notes that are validly
tendered and accepted for exchange in the Exchange Offer, and (y)
the principal amount of the Existing Notes accepted for exchange
under Option A
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US$1,030(5)
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(1)
The Existing Notes
are currently listed on the Luxembourg Stock Exchange and traded on
the Euro MTF Market and are listed on the BYMA (as defined herein)
and traded on the MAE (as defined herein). Includes approximately
US$9.4 million Notes held by IRSA and its
subsidiaries.
(2)
Per US$1,000
principal amount of the Existing Notes validly tendered and
accepted for exchange. The Exchange Consideration does not include
the Accrued Interest, which shall be paid together with the
applicable Exchange Consideration as described herein.
(3)
Holders of Existing
Notes validly submitting tenders under Option A will receive a
combination of the Pro-Rata A Cash Consideration (as defined
herein) and the A New Notes Consideration. At the Expiration Date,
the actual A Consideration to be received by each Eligible Holder
whose Existing Notes are accepted in the Exchange Offer under
Option A 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.
(4)
The Pro-Rata A Cash
Consideration that will be payable to Eligible Holders whose
Existing Notes are accepted for exchange under Option A will be
equivalent to the A Cash Consideration divided by the principal
amount of Existing Notes accepted under Option A times
1,000. Total
consideration to be received by Eligible Holders validly submitting
tenders under Option A on or prior to the Expiration Date will
range between US$1,000 and US$1,010.5 (either in all cash or in a
combination of cash and New Notes) per US$1,000 aggregate principal
amount of Existing Notes validly tendered and accepted for
exchange, depending on the Pro-Rata A Cash Consideration
received.
(5)
In the event that
less than 30% of the aggregate principal amount of Existing Notes
that are validly tendered and accepted for exchange in the Exchange
Offer (such 30% of the aggregate principal amount, the “Total
Cash Consideration”) is tendered under Option A, the
difference between the Total Cash Consideration and the A Cash
Consideration (such difference, the “B Cash
Consideration”) will be paid to Eligible Holders whose
Existing Notes are accepted for exchange under Option B, pro rata
to the principal amount of their Existing Notes accepted for
exchange under Option B, and ratably reducing the principal amount
of New Notes that comprise the B Consideration. The Pro-Rata B Cash
Consideration, if any, that will be payable to Eligible Holders
whose Existing Notes are accepted for exchange under Option B will
be equivalent to the B Cash Consideration divided by the principal
amount of Existing Notes accepted under Option B times 1,000 (the
“Pro-Rata B Cash Consideration”). Eligible Holders
tendering Existing Notes under Option B will only receive cash as
part of the B Consideration if less than all of the Total Cash
Consideration is paid out pursuant to Option A.
The information included herein under “Modifications to the
Exchange Offer” shall be deemed to be incorporated by
reference into the Exchange Offer Memorandum, and to be a part of
the Exchange Offer Memorandum from the date hereof, to the extent
not superseded by information subsequently incorporated by
reference into the Exchange Offer Memorandum.
General Information
IRSA expects, on June 22, 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.
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.
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 3, 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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