On September 11, 2024 YPF S.A. (“YPF”), a company dedicated to the exploitation of hydrocarbon products and their derivatives in Argentina, issued its 8,750% senior notes due 2031, for an aggregate principal amount of US$500,000,000, under the frequent issuer regime from the Argentine Securities Commission (Comisión Nacional de Valores).
The Company will use the proceeds for (a) repayment and/or refinancing of indebtedness, which may include payment for the consideration in respect of the Tender Offers; (b) investments in fixed assets located in Argentina; (c) working capital in Argentina; (d) acquisition of companies or businesses located in Argentina; (e) capital contributions to and/or the financing of commercial activities of certain of our subsidiaries or related companies; and/or (f) general financing needs related to our commercial activities. Pending such uses, the proceeds from the sale of the Notes may be invested in short-term temporary investments, including (without limitation) high-quality marketable securities, fixed-term deposits and money market instruments.
The Notes will be listed on the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF Market of the Luxembourg Stock Exchange, on the Mercado Abierto Electrónico and Bolsas y Mercados Argentinos.
Citigroup Global Markets Inc., Santander US Capital Markets LLC, J.P. Morgan Securities LLC and Bofa Securities Inc acted as initial purchasers (the “Initial Purchasers”), BBVA Securities Inc. acted as book-runner (the “Book-Runner”), and Banco Santander Argentina S.A., Banco de Galicia y Buenos Aires S.A.U and Balanz CapitalValores S.A.U. acted as local placement agents (the “Local Placement Agents”). The Bank of New York Mellon acted as Trustee, Co-Registrar, Principal Paying Agent and Transfer Agent under the Indenture signed with YPF (the “Trustee, Co-Registrar, Principal Paying Agent and Transfer Agent”).
Counsel to YPF
Bruchou & Funes de Rioja acted as legal counsel through its team lead by partner José Bazán and associates Leandro Belusci, Brako Serventich and Teo Panich.
Cleary Gottlieb Steen & Hamilton LLP acted as New York legal counsel through its team led by partner Juan G. Giráldez, associates Ignacio Lagos and Martín Sasson, and international lawyer Juan Ignacio Leguízamo.
In-House Counsel to YPF S.A.:
YPF S.A. was advised by its in-house legal team comprising attorneys Fernando Gómez Zanou, Marina Quinteiro, Francisco Gaspari, Paola Garbi and Valeria Moglia.
Counsel to the Initial Purchasers, the Book-Runner and the Local Placement Agents
TCA Tanoira Cassagne acted as legal counsel through its team lead by partners Alexia Rosenthal, Rocío Carrica and Ignacio Criado Díaz and associates Carolina Mercero, Stefanía Lo Valvo.
Milbank LLP acted as New York legal counsel through its team led by partner Carlos Albarracín, associate Gonzalo Guitart and international lawyer Pamela Molina.
Counsel to the Trustee, Co-Registrar, Principal Paying Agent and Transfer Agent
Jones Walker LLP acted as legal counsel through its team led by partner Scott T. Zander.