The Province of Córdoba(the “Province”) announced today the aggregate principal amount of the notes listed in the table below (the “Existing Notes”), that has been validly tendered and accepted for purchase pursuant to its previously announced offer to purchase for cash (the “Offer”) the Existing Notes from each registered holder or beneficial owner (each, a “Holder” and, collectively, the “Holders”), subject to the terms and conditions set forth in the offer document datedJune 23, 2025 (the “Offer Document”). Capitalized terms not defined in this announcement have the meanings specified in the Offer Document.
The purchase price to be paid per U.S.$1,000 principal amount of Existing Notes that are accepted pursuant to the Offer is indicated in the table below (the “Purchase Price”). In addition to the Purchase Price, Holders whose Existing Notes are accepted for purchase in the Offer will also receive any accrued and unpaid interest from, and including, the last interest payment date for the Existing Notes to, but excluding, the Settlement Date (the “Accrued Interest”).
The Tendered Aggregate Amount of the Existing Notes validly tendered was U.S.$360,338,929. The Aggregate Purchase Amount accepted for purchase is U.S.$360,338,929.
The following table indicates the aggregate principal amount of Existing Notes that have been validly tendered and accepted pursuant to the Offer, subject to satisfaction of the conditions to the Offer on or prior to the Settlement Date.
The Offer is conditioned, among other things, on the concurrent (or earlier) closing of the offering of 9.750% Notes due 2032, including in an aggregate principal amount sufficient to fund the Offer, with pricing and on terms and conditions acceptable to the Province in its sole discretion (the “New Notes Offering”). The New Notes Offering is being made solely by means of the New Notes Offering Memorandum, and neither this announcement nor the Offer Document constitutes an offer to sell or the solicitation of an offer to buy the New Notes.
The settlement of validly tendered and accepted Existing Notes is expected to occur onJuly 2, 2025, subject to change without notice (the “Settlement Date”). Holders of validly tendered and accepted Existing Notes will be entitled to receive for such Existing Notes the applicable Purchase Price and Accrued Interest if the conditions of the Offer are met.
MorrowSodali Limited, trading as Sodali & Co, is serving as information and tender agent in connection with the Offer (the “Information and Tender Agent”), and the Offer Document may be downloaded from the Information and Tender Agent's website indicated below or obtained from the Information and Tender Agent at the contact below:
IMPORTANT NOTICE
The New Notes Offering will be made solely by means of the New Notes Offering Memorandum relating to that offering. Before you invest, you should read the New Notes Offering Memorandum for more complete information about the Province and such offering. You may not participate in the New Notes Offering unless you have received and reviewed the New Notes Offering Memorandum, and not in reliance on, or on the basis of, this announcement or the Offer Document. The New Notes will be offered only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act, and will not be registered under the Securities Act or the securities laws of any other jurisdiction.
This announcement is not an offer to purchase or a solicitation of an offer to sell the Existing Notes. The Offer will be made only by and pursuant to the terms of the Offer Document, as may be amended or supplemented from time to time.
The distributionof materials relating to the New Notes Offering and the Offer, and the transactions contemplated by the New Notes Offering and the Offer, may be restricted by law in certain jurisdictions. Each of the New Notes Offering and the Offer is made only in those jurisdictions where it is legal to do so. The New Notes Offering and the Offer are void in all jurisdictions where they are prohibited. If materials relating to the New Notes Offering or the Offer come into your possession, you are required to inform yourself of and to observe all of these restrictions. Each person accepting the Offer shall be deemed to have represented, warranted and agreed (in respect of itself and any person for whom it is acting) that it is not a person to whom it is unlawful to make the Offer pursuant to the Offer Document, it has not distributed or forwarded the Offer Document or any other documents or materials relating to the Offer to any such person, and that it has complied with all laws and regulations applicable to it for purposes of participating in the Offer. Neitherthe Provincenor the Dealer Managers accept any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.
The materials relating to the New Notes Offering and the Offer 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 a jurisdiction requires that the New Notes Offering or the Offer be made by a licensed broker or dealer and a Dealer Manager or any affiliate of a Dealer Manager is a licensed broker or dealer in that jurisdiction, the New Notes Offering or the Offer, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate in that jurisdiction on behalf of the Province.
Notice to the Holders in European Economic Area and United Kingdom
In relation to each Member State of the European Economic Area and the United Kingdom, this communication is only addressed to and directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129.
This announcement is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom. This announcement is only being distributed to and is only directed at, persons who are outside the United Kingdom or persons who are “qualified investors” (as defined in Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (also known as, the UK Prospectus Regulation)) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) may otherwise lawfully be communicated or caused to be communicated, all such persons together being referred to as “Relevant Persons.” Any New Notes will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Notes will be engaged in only with, Relevant Persons. Any person in the UK that is not a Relevant Person should not act or rely on this announcement or any of its contents.
Forward-Looking Statements
This announcement may contain forward-looking statements, which are statements that are not historical facts, including statements about the Province's beliefs and expectations. These statements are based on the Province's current plans, estimates, assumptions and projections. Therefore, you should not rely solely on them. Forward-looking statements speak only as of the date they are made. The Province undertakes no obligation to update any of them in light of new information or future events.
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SOURCE The Province of Córdoba
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