Irsa Investments & Representations Inc 6-K, filed May 17, 2022
Irsa Investments & Representations Inc (IRS)
6-K
2022-05-17
For: 2022-05-17
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Added on
July 04, 2026
About this 6-K
Irsa Investments & Representations Inc filed this 6-K on May 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 May, 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, May 17, 2022 - IRSA Inversiones y
Representaciones S.A. (NYSE:IRS, ByMA:IRSA), Argentina's leading
Real Estate company, announced
it has commenced, subject to the terms and conditions set forth in
the exchange offer memorandum dated May 16, 2022 (the
“Exchange Offer
Memorandum” and, together
with the Eligibility Letter, as defined below, the
“Exchange Offer
Documents”) an offer (the
“Exchange
Offer”) to Eligible
Holders (as defined below) to exchange any and all of its
US$360,000,000 aggregate principal amount of outstanding 8.750%
Notes due 2023 Series No. 2 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 described
below.
The following table sets forth certain material terms of the
Exchange Offer:
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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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Early A New Notes Consideration (Principal Amount of New
Notes)
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Late A New Notes Consideration (Principal Amount of New
Notes)
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A Cash Consideration
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Early B Consideration (Principal Amount of New Notes)
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Late 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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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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US$1,000(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 in the
Exchange Offer Memorandum) and traded on the MAE (as defined in the
Exchange Offer Memorandum). 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 (as defined in the Exchange Offer Memorandum),
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 applicable Early A New Notes Consideration or Late
A New Notes Consideration, as applicable. At the Expiration Date,
the actual Early A Consideration or Late 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 Early Participation 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 Exchange Offer will expire at 5:00 p.m. (New York City time) on
June 16, 2022 (such date and time, as the same may be extended in
the sole discretion of IRSA, the “Expiration
Date”). Existing Notes
tendered for exchange may be validly withdrawn at any time at or
prior to 5:00 p.m. (New York City time) on June 2, 2022 (such date
and time, as the same may be extended in the sole discretion of
IRSA, the “Withdrawal
Date”), but not
thereafter. To be eligible to receive the Early A Consideration or
the Early B Consideration, as applicable, Eligible Holders must
validly tender and not validly withdraw their Existing Notes at or
prior to 5:00 p.m. (New York City time) on June 2, 2022 (such date
and time, as the same may be extended in the sole discretion of
IRSA, the “Early Participation
Date”). The deadlines set
by any intermediary or relevant clearing system may be earlier than
these deadlines.
Exchange Consideration
Eligible Holders of Existing Notes may choose between two, mutually
exclusive, consideration options, detailed in the table above, in
the columns under the headings “Option A” and
“Option B.”
Tenders of Existing Notes under Option A
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, Eligible Holders who validly tender
Existing Notes under Option A, and whose Existing Notes are
accepted for exchange by IRSA, will receive: (i) New Notes in a
principal amount equal to 1.015 times the difference between
US$1,000 and the Pro-Rata A Cash Consideration received by each
such Eligible Holder for each US$1,000 principal amount of Existing
Notes validly tendered on or before the Early Participation Date
and accepted for exchange (the “Early A
Consideration”), or (ii)
New Notes in a principal amount equal to the difference between
US$1,000 and the Pro-Rata A Cash Consideration received by each
such Eligible Holder for each US$1,000 principal amount of Existing
Notes validly tendered after the Early Participation Date but at or
prior to the Expiration Date and accepted for exchange (the
“Late A
Consideration” and,
together with the Early A Consideration, the
“A
Consideration”). See
“The Exchange Offer” in the Exchange Offer
Memorandum.
The A Cash Consideration is an 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 (the “Total Cash
Consideration”), and (y)
the principal amount of the Existing Notes accepted for exchange
under Option A (the “A Cash
Consideration”). 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. We have filed and obtained approval from the Central Bank to
make the payment of the Total Cash
Consideration.
Tenders of Existing Notes under Option B
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, Eligible Holders who validly tender
Existing Notes under Option B, and whose Existing Notes are
accepted for exchange by IRSA, will receive: (i) US$1,030 principal
amount of New Notes for each US$1,000 principal amount of Existing
Notes validly tendered on or before the Early Participation Date
and accepted for exchange (the “Early B
Consideration”), or (ii)
or US$1,000 principal amount of New Notes for each US$1,000
principal amount of Existing Notes validly tendered after the Early
Participation Date but on or before the Expiration Date and
accepted for exchange (the “Late B
Consideration” and,
together with the Early B Consideration, the
“B
Consideration”);
The Condition
Upon the terms and subject to the Minimum Exchange Condition (as
defined in the Exchange Offer Memorandum) and the other conditions
of the Exchange Offer described in the Exchange Offer Memorandum,
which are for the sole benefit of IRSA and may be waived by IRSA,
in full or in part, in its absolute discretion, IRSA will accept
for exchange as soon as reasonably practicable after the Expiration
Date, all Existing Notes validly tendered at or prior to the
Expiration Date and not validly withdrawn as of the Withdrawal Date
in the Exchange Offer.
IRSA expects, on June 22, 2022, which is the fourth 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 (as defined in the
Exchange Offer Memorandum) or Non-Cooperating Jurisdiction Offerees
(as defined in the Exchange Offer Memorandum) 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.
Holders of Existing Notes validly tendered for exchange and not
validly withdrawn and accepted by IRSA pursuant to the Exchange
Offer will be entitled to receive accrued and unpaid
interest paid in cash with
respect to the Existing Notes accepted for exchange which consists
of a cash payment equal to all accrued and unpaid interest (rounded
to the nearest cent US$0.01) on their Existing Notes accepted for
exchange from the interest payment date on March 23, 2022 to, but
not including, the Settlement Date, which interest shall be payable
in cash on the Settlement Date (subject to any tax withholdings
applicable to Argentine Entity Offerees or Non-Cooperating
Jurisdiction Offerees). Under no circumstances will any additional
interest be payable because of any delay in the transmission of
funds to Eligible Holders by DTC, Euroclear, Clearstream or any
other clearing system.
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.
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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May 17, 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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