Marval O’Farrell Mairal Advised in Telecom Argentina’s in exchange offer, consent solicitation and concurrent new money offering

EGFA Abogados advised Telecom Argentina S.A., and Marval O’Farrell Mairal advised the joint lead managers and arrangers Citigroup Global Markets Inc., Santander Investment Securities Inc., HSBC Securities (USA), Inc., Itau BBA USA Securities Inc. and J.P. Morgan Securities LLC, as joint lead managers and bookrunners and Industrial and Commercial Bank of China (Argentina) S.A., Banco Itaú Argentina S.A. and Itaú Valores S.A., as Argentine placement agents, in the issuance of Telecom’s Series 5 Notes at a fixed annual rate of 8.50% due 2025 for an aggregate principal amount of US$388,871,000, available for subscription in cash or in kind with outstanding Series “A” Notes at a fixed rate due 2021, under its US$3,000,000,000 medium-term note program, and the related solicitation of consents to amend the Series “A” Notes due 2021 and the related indenture.

Of the US$388,871,000 aggregate principal of Series 5 Notes, US$135,425,000 was subscribed in cash, while the rest was subscribed in kind with outstanding 2021 Notes.

In this way, Telecom was able to refinance a significant portion of their outstanding notes due 2021 and repay all principal and accrued interest outstanding under the US$187,000,000 loan also due 2021.

The exchange accomplished a high level of participation amongst holders, receiving tenders for US$362,172,000 aggregate original principal amount, representing approximately 77.74% of the outstanding aggregate principal amount of the original issuance. Telecom also obtained consents representing the requisite majority to vote in favor of the proposed amendments to its notes due 2021 and the related indenture.

The Class 5 notes will mature on August 6, 2025 and accrue interests at 8.50% fixed annual rate. The notes are listed in BYMA and admitted for trading in MAE.

The exchange offer and consent solicitation launched on July 7, 2020. The results of the offer were announced on August 4, 2020 and the issuance and settlement of the notes occurred on August 6, 2020.

Counsel to Telecom Argentina SA:

Cleary Gottlieb Steen & Hamilton LLP as counsel in the US with partner Andrés de la Cruz, associate Benjamin Terán, and international lawyer Juan Ignacio Leguízamo.

EGFA Abogados as consuel in Argentina with partner Baruki González and associates Delfina Lynch and Pedro Torassa.

Counsel to the banks:

Linklaters LLP as counsel to the international bookrunners in the US with partner Conrado Tenaglia and Matthew Poulter, counsel Alejandro Gordano and associate Emma Cano.

Marval O’Farrell Mairal as counsel to the international bookrunners and Argentine placement agents in Argentina with partner Juan M. Diehl Moreno and associates María Manuela Lava, Sergio Tálamo and Jacqueline Berkenstadt.