Irsa Investments & Representations Inc 6-K, filed Jul 7, 2022
Irsa Investments & Representations Inc (IRS)
6-K
2022-07-07
For: 2022-07-07
View Original
Added on
April 08, 2026
About this 6-K
Irsa Investments & Representations Inc filed this 6-K on July 7, 2022.
SECURITIES
AND EXCHANGE COMMISSION
4ashington,
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 July, 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, July 7, 2022 – IRSA Inversiones y Representaciones
S.A. (NYSE:IRS;BYMA:IRSA), announces the results as of the
Expiration 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.
Expiration Date Results
The
Expiration Date with respect to the Exchange Offer occurred at 5:00
p.m., New York City time, on July 6, 2022 (such time and date, the
“Expiration 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$238,985,000 aggregate principal amount of the
Existing Notes (the “Tendered Notes”) were validly
tendered and were not validly withdrawn prior to or at the
Expiration Date, which represents 66.38% of the outstanding
aggregate principal amount of the Existing Notes. Of the aggregate
principal amount of Tendered Notes, (i) US$145,373,500,
representing approximately 60.83% of the principal amount of
Tendered Notes, were tendered under Option A, and (ii)
US$93,611,500, representing approximately 39.17% of the principal
amount of Tendered Notes, were tendered under Option B. IRSA has
decided to waive the Minimum Exchange Condition (as defined in the
Exchange Offer Memorandum).
IRSA
expects, on July 8, 2022, which is the second business day after
the Expiration Date (as may be extended by IRSA in its sole
discretion, the “Settlement Date”), to issue
US$171,202,815 aggregate principal amount of New Notes and to
pay US$77,794,596.59 cash consideration (including the Accrued
Interest) as total consideration for the Tendered Notes.
Per US$1,000 principal amount of Existing Notes validly
tendered and accepted in the Exchange Offer, each Eligible Holder
will receive, as applicable, (i) US$514.42 principal amount of
New Notes and US$493.18 of Pro-Rata A Cash Consideration per
US$1,000 principal amount of Existing Notes tendered under
Option A, or (ii) US$1,030 principal amount of New Notes per
US$1,000 principal amount of Existing Notes tendered under
Option B, in each case plus the applicable Accrued
Interest.
General Information
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”).
This press release is qualified in its entirety by the Exchange
Offer Documents.
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), which set forth the complete terms and
conditions of the Exchange Offer. 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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July 7, 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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