Ypf Sociedad Anonima 6-K, filed Jul 31, 2020
Ypf Sociedad Anonima (YPF)
About this 6-K
Ypf Sociedad Anonima filed this 6-K on July 31, 2020.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of July, 2020
Commission File Number: 001-12102
YPF Sociedad Anónima
(Exact name of registrant as specified in its charter)
Macacha Güemes 515
C1106BKK Buenos Aires, Argentina
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
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YPF Sociedad Anónima
| ITEM | |
1 Translation of letter to the Buenos Aires Stock Exchange dated July 31, 2020.
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Autonomous City of Buenos Aires, July 31, 2020
To the
Bolsa de Comercio de Buenos Aires
(Buenos Aires Stock Exchange)
Re: Relevant Information – Announcement of results as of the
Expiration Date of the Exchange Offer announced on July 2, 2020
Dear Sirs:
The purpose of this letter is to comply with the requirements of article 23 Chapter VI of the ByMA Listing Regulations and to inform that on July 31 final results have been announced in connection with our offer to exchange Class XIII at a 8.500% fixed rate US Dollar denominated amortizing negotiable obligations due 2025 in an aggregate nominal amount of up to US$950,000,000 (the “Class XIII Negotiable Obligations”) to be issued in exchange for the class XLVII negotiable obligations issued on March 23, 2016 in an aggregate nominal amount of US$1,000,000,000 due 2021 (the “Existing Negotiable Obligations”), pursuant to the terms and procedures to exchange any and all of the Existing Negotiable Obligations for the Negotiable Obligations Class XIII (the “Exchange Offer”) announced on July 2, 2020, published on the same date in the CNV website, www.cnv.gov.ar, under the item “Empresas (entidades con oferta pública)” (the “AIF”), in the Mercado Abierto Electrónico S.A. website (the “MAE”), in the electronic bulletin of the MAE (the “Electronic Bulletin of the MAE”) and on YPF’s website http://www.ypf.com.
A copy of the press release announcing the results of the Exchange Offer as of the Expiration Date is attached as Exhibit 99.1 hereto.
Additionally, the documents related to the Exchange Offer and the issuance of the Class XIII Negotiable Obligations, including the Pricing Supplement dated July 2, 2020 (as amended on July 13, 2020, July 18, 2020 and July 29, 2020, the “Pricing Supplement”) are available at the AIF, the MAE website, in the Electronic Bulletin of the MAE and on YPF’s website http://www.ypf.com.
All capitalized terms not defined herein have the meaning assigned to them in the Pricing Supplement.
Yours faithfully,
Ignacio Rostagno
Market Relations Officer
YPF S.A.
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| Exhibit No. | Description | |
| 99.1 | Press Release - YPF S.A. ANNOUNCES THE EXPIRATION OF ITS EXCHANGE OFFER FOR ANY AND ALL OF ITS OUTSTANDING US$1,000,000,000 8.500% SENIOR NOTES DUE 2021 | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| YPF Sociedad Anónima | ||||||
| Date: July 31, 2020 | By: | /s/ Ignacio Rostagno | ||||
| Name: | Ignacio Rostagno | |||||
| Title: | Market Relations Officer | |||||
Exhibit 99.1
July 31, 2020
YPF S.A. ANNOUNCES THE EXPIRATION OF ITS EXCHANGE OFFER
FOR ANY AND ALL OF ITS OUTSTANDING US$1,000,000,000 8.500% SENIOR NOTES DUE 2021
FOR IMMEDIATE RELEASE
BUENOS AIRES, ARGENTINA – YPF S.A. (the “Company”) announced today the results as of the Expiration Date (as defined below) with respect to its previously announced exchange offer (the “Exchange Offer”) to exchange any and all of its outstanding US$1,000,000,000 8.500% Senior Notes due 2021 (the “Old Notes”) for the applicable amount of 8.500% Senior Amortizing Notes due 2025 (the “New Notes”) plus cash.
Expiration of the Exchange Offer
The Exchange Offer was made pursuant to the terms and conditions set forth in the exchange offer memorandum, dated July 2, 2020 (together with Supplement No. 1 thereto, dated July 13, 2020, Supplement No. 2 thereto, dated July 17, 2020 and Supplement No. 3 thereto, dated July 29, 2020, the “Exchange Offer Memorandum”) to exchange any and all of the Old Notes listed in the table above for the applicable amount of New Notes plus cash.
The Expiration Date with respect to the Exchange Offer occurred at 11:59 p.m., New York City time, on July 30, 2020 (such time and date, the “Expiration Date”). Holders of Old Notes were required to validly tender and not validly withdraw their Old Notes prior to or at the Expiration Date to be eligible to receive the exchange consideration of US$925 of New Notes and US$125 of cash (the “Exchange Consideration”) per U.S.$1,000 principal amount of the Old Notes validly tendered and accepted for exchange pursuant to the Exchange Offer.
According to information provided by D.F. King & Co., Inc. (“D.F. King”), the exchange agent and information agent for the Exchange Offer, U.S.$587,348,000 total aggregate principal amount of the Old Notes were validly tendered and were not validly withdrawn prior to or at the Expiration Date pursuant to the Exchange Offer, of which U.S.$3,165,000 in aggregate principal amount of Old Notes were validly tendered and not validly withdrawn after the Early Participation Date (as defined in the Exchange Offer Memorandum) and prior to or at the Expiration Date. On July 21, 2020, the Company issued approximately U.S.$540 million aggregate principal amount of New Notes and paid approximately U.S.$90 million in cash (including accrued and unpaid interest on the Old Notes validly tendered and not validly withdrawn prior to or at the Early Participation Date) on the Early Settlement Date (as defined in the Exchange Offer Memorandum).
The settlement date for the Old Notes which were validly tendered and not validly withdrawn after the Early Participation Date and prior to or at the Expiration Date, is expected to be July 31, 2020 (the “Final Settlement Date”). On the terms and subject to the conditions set forth in the Exchange Offer Memorandum, the Company expects to issue an additional amount of approximately U.S.$2.9 million aggregate principal amount of New Notes and pay an additional sum of approximately U.S.$400,000 in cash on the Final Settlement Date pursuant to the Exchange Offer. Holders will also receive accrued and unpaid interest on the Old Notes validly tendered and accepted for exchange from the applicable last interest payment date up to, but not including, the Final Settlement Date.
Information Relating to the Exchange Offer
The complete terms and conditions of the Exchange Offer are described in the Exchange Offer Memorandum, copies of which may be obtained from D.F. King at www.dfking.com/ypf, by telephone at +1 (800) 848-3410 (U.S. toll free) and +1 (212) 269-5550 (collect), in writing at 48 Wall Street, 22nd Floor New York, New York 10005, or by email to ypf@dfking.com.
Citigroup Global Markets Inc., Itau BBA USA Securities, Inc. and Santander Investment Securities Inc. are acting as the dealer managers for the Exchange Offer. Questions regarding the Exchange Offer should be directed to Citigroup Global Markets Inc. by telephone at +1 (800) 558-3745 (U.S. toll free) or +1 (212) 723-6106 (collect), Itau BBA USA Securities, Inc. by telephone at +1 (888) 770-4828 (U.S. toll free) or + 1 (212) 710-6749 (collect) and Santander Investment Securities Inc. by telephone at +1 (855) 404-3636 (U.S. toll free) or +1 (212) 940-1442 (collect).
Important Notice
This announcement is not an offer of securities for sale in the United States, and none of the New Notes (as defined in the Exchange Offer Memorandum) has been or will be registered under the Securities Act and they may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. This press release does not constitute an offer of the New Notes for sale, or the solicitation of an offer to buy any securities, in any state or other jurisdiction in which any offer, solicitation or sale would be unlawful. Any person considering making an investment decision relating to any securities must inform itself independently based solely on an offering memorandum to be provided to eligible investors in the future in connection with any such securities before taking any such investment decision.
The Exchange Offer is being made solely by means of the Exchange Offer Memorandum (and the applicable document in Argentina). The Exchange Offer Memorandum is confidential and is only directed at, and can only be accessed by, Eligible Holders (as defined in the Exchange Offer Memorandum). Documents relating to the exchange offer will only be distributed to Eligible Holders of Old Notes. Eligible Holders of Old Notes can only access the Exchange Offer Memorandum and related documents if they electronically complete an eligibility letter by following the procedures described below.
The distribution of materials relating to the Exchange Offer may be restricted by law in certain jurisdictions. The Exchange Offer is void in all jurisdictions where it is prohibited. The materials relating to the Exchange Offer, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If materials relating to the Exchange Offer come into your possession, you are required by the Company to inform yourself of and to observe all of these restrictions. The Company does not intend to register the New Notes in the United States or to conduct a public offering of the Old Notes in any jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any exchange offer to be made by a licensed broker or dealer, the Exchange 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.
Disclosure Regarding Forward-Looking Statements
Statements contained in this news release that state the Company’s or management’s intentions, expectations or predictions of the future are forward-looking statements. Specifically, the Company cannot assure you that the proposed transactions described above will be consummated on the terms currently contemplated, if at all. Actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially is contained from time to time in the Company’s filings with the Securities and Exchange Commission including but not limited to the Company’s Annual Report on Form 20-F for the year ended December 31, 2019. The Company disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events or otherwise.
About YPF S.A.
YPF S.A. is Argentina’s leading energy company, operating a fully integrated oil and gas chain with leading market positions across the domestic upstream, downstream and gas and power segments.
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For further inquiries, please contact:
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