Telecom Argentina S.A.

Do business in to Acquire for Money As much as U.S.$100,000,000 Combination Fundamental Quantity of the Exceptional
8.500% Notes due August 6, 2025

(CUSIP Nos. 879273 AT7 and P9028N AZ4; ISIN Nos. US879273AT79 and USP9028NAZ44)

BUENOS AIRES, Argentina, July 8, 2024 /PRNewswire/ — Telecom Argentina S.A. (“Telecom” or “we”) hereby pronounces the graduation of its deal to buy for money (the “Offer”) from every registered holder (every, a “Holder” and, jointly, the “Holders”), at the phrases and matter to the situations prepared forth within the deal to buy dated July 8, 2024 (as it can be amended or supplemented from date to date, the “Statement”), as much as U.S.$100,000,000 exceptional mixture most important quantity (reflecting, for the avoidance of indecision, any amortization) (the “Tender Cap”) of its exceptional 8.500% Notes due August 6, 2025 (the “Notes”). Telecom reserves the best, in its sole discretion, matter to appropriate legislation, to extend or shorten the Gentle Cap; alternatively, there may also be deny agreement that it’ll achieve this.

Morrow Sodali World LLC is appearing as the tips and affectionate agent (the “Information and Tender Agent”) for the Do business in. Deutsche Reserve Securities Inc., J.P. Morgan Securities LLC, Santander US Capital Markets LLC, BBVA Securities Inc., BCP Securities, Inc., Latin Securities, S.A., Agente de Valores, and UBS Securities LLC are appearing as broker managers (the “Dealer Managers”) for the Do business in. 

The mixture money attention for every U.S.$1,000 most important quantity of Notes bought pursuant to the Do business in will probably be (i) U.S.$993 according to U.S. $1,000 most important quantity of Notes (the “Early Tender Offer Consideration”) payable handiest in recognize of Notes validly tendered and now not validly withdrawn at or previous to 5:00 P.M. Untouched York Town date on July 19, 2024 (the “Early Tender Deadline”) and approved for acquire, or (ii) U.S.$963 according to U.S.$1,000 most important quantity of Notes (the “Tender Offer Consideration”) payable in recognize of Notes validly tendered then the Early Gentle Cut-off date however at or prior to 5:00 P.M., Untouched York Town date, on August 5, 2024 (the “Expiration Time”) and approved for acquire. Best Notes validly tendered and now not validly withdrawn at or prior to the Early Gentle Cut-off date will probably be eligible to obtain the Early Gentle Do business in Attention. Notes validly tendered then the Early Gentle Cut-off date however at or prior to the Expiration Month will probably be eligible to obtain handiest the Gentle Do business in Attention.  As well as, Telecom can pay accumulated and unpaid hobby and spare quantities, if any, in recognize of any Notes bought within the Do business in from the extreme hobby cost moment to the Fee Year.

If the acquisition of all validly tendered Notes would reason Telecom to buy a most important quantity more than the Gentle Cap, later the Do business in will probably be oversubscribed and, if Telecom settle for Notes within the Do business in, Telecom will settle for for acquire tendered Notes on a prorated foundation as described underneath.  If on the Early Gentle Cut-off date, the mixture most important quantity of Notes validly tendered and now not validly withdrawn via Holders exceeds the Gentle Cap, we can now not settle for any Notes validly tendered via Holders then the Early Gentle Cut-off date, until we make a decision to extend the Gentle Cap, matter to appropriate legislation, in our sole discretion.

Refer to desk units forth positive phrases of the Do business in:

(1) As of July 8, 2024. This quantity does now not mirror any amortizations or repurchases.
(2) The untouched most important quantity of Notes of U.S.$388,871,000 is matter to a variable amortization issue (the “Amortization Factor”) which is calculated according to amortization bills made and anticipated to be made according to the phrases and situations of the Notes.  As of the moment of the Remark, the Amortization Issue is 0.67 and the mixture exceptional most important quantity of the Notes is U.S.$260,543,570. On or then August 6, 2024, the Amortization Issue is predicted be 0.34 and the mixture exceptional most important quantity of the Notes is predicted to be U.S.$132,216,140.
(3) Gentle Cap to be implemented to the exceptional mixture most important quantity of Notes (such mixture most important quantity of the Notes being matter to the Amortization Issue). For the avoidance of indecision, decision as to possibly later the Gentle Cap has been exceeded will probably be made according to the mixture most important quantity of the Notes validly tendered and approved for acquire then the appliance of the Amortization Issue this is anticipated to be appropriate at the Fee Year (0.34).
(4) In step with U.S.$1,000 most important quantity of Notes which can be validly tendered at or previous to the Expiration Month however then the Early Gentle Cut-off date and which can be approved for acquire. The Gentle Do business in Attention will probably be paid following the appliance of the related Amortization Issue appropriate at the Fee Year. The Gentle Do business in Attention excludes accumulated hobby. Holders whose Notes are validly tendered and approved for acquire pursuant to the Do business in will obtain accumulated hobby and will probably be paid in U.S. greenbacks.
(5) In step with U.S.$1,000 most important quantity of Notes which can be validly tendered at or previous to the Early Gentle Cut-off date and which can be approved for acquire. The Early Gentle Do business in Attention will probably be paid following the appliance of the related Amortization Issue appropriate at the Fee Year. The Early Gentle Do business in Attention excludes accumulated hobby. Holders whose Notes are validly tendered at or previous to the Early Gentle Cut-off date and which can be approved for acquire pursuant to the Do business in will obtain accumulated hobby and will probably be paid in U.S. greenbacks.

The aim of the Do business in is to procure a portion of the exceptional Notes as a part of a plan to increase the adulthood profile of our present debt. Similtaneously with the graduation of the Do business in, Telecom is saying an providing (the “New Notes Offering”) of a unused line of notes (the “New Securities”) to be issued via Telecom in reliance on an exemption from the registration necessities of the U.S. Securities Operate of 1933, as amended (the “Securities Act”). The Untouched Notes Providing will probably be made in compliance with the entire necessities of, and will probably be matter to the procedural necessities established in, the Argentine Negotiable Tasks Regulation Negative. 23,576, as amended and supplemented (the “Negotiable Obligations Law”), Regulation Negative. 26,831, as amended and supplemented (the “Argentine Capital Markets Law”), the Normal Answer Negative. 622, as amended and supplemented, issued via the CNV, and any alternative appropriate regulations and laws of Argentina. Telecom expects to importance the online proceeds from the Untouched Notes Providing, (i) to pay all or a portion of the distinction for the Do business in and accumulated and unpaid hobby at the Notes validly tendered and approved via Telecom on or prior to the Expiration Month, (ii) to pay charges and bills incurred in reference to the Do business in, (iii) to pay or prepay in entire or partially a number of credit score amenities and (iv) the remains, if any, for basic company functions. The Do business in is conditioned upon, amongst alternative issues, the a hit of entirety of the Untouched Notes Providing (the “Financing Condition”). Negative agreement may also be for the reason that the Untouched Notes Providing will probably be finished effectively. In deny match will this announcement or the tips contained on this announcement in regards to the Untouched Securities represent an deal to promote or a solicitation of an deal to shop for any Untouched Securities. Any funding resolution to buy any Untouched Securities must be made totally at the foundation of the tips contained within the providing memorandum to be ready in reference to the Untouched Notes Providing, which can come with the overall phrases of the Untouched Securities, and deny reliance is to be put on any data alternative than that contained within the providing memorandum. Matter to compliance with all appropriate securities regulations and laws, the providing memorandum will probably be to be had from the Broker Managers on request. Sure of the Broker Managers are appearing as preliminary clients within the Untouched Notes Providing.

Upon the pricing of the Untouched Notes Providing, we might origination an deal to replace (the “Exchange Offer”) our exceptional 8.000% Notes due 2026 for unused securities of the similar line introduced within the Untouched Notes Providing. The providing of the Untouched Securities isn’t conditioned at the a hit consummation of the Alternate Do business in. On the other hand, the Alternate Do business in is predicted to be contingent at the a hit consummation of the Untouched Notes Providing. The Alternate Do business in isn’t being made pursuant to this announcement. The Alternate Do business in is to be made totally at the phrases and matter to the situations put forth in a independent deal record. The Broker Managers are anticipated to behave as broker managers within the Alternate Do business in. Negative pledges may also be made that we can origination the Alternate Do business in.

If the acquisition of all validly tendered Notes would reason Telecom to buy a most important quantity more than the Gentle Cap, later the Do business in will probably be oversubscribed and, if Telecom accepts Notes within the Do business in, Telecom will settle for for acquire tendered Notes on a prorated foundation, with the prorated mixture most important quantity of every Holder’s validly tendered Notes approved for acquire rounded all the way down to the later U.S.$1,000. Relying at the quantity tendered and the proration issue implemented, if the most important quantity of Notes returned on account of proration would lead to not up to the minimal denomination of the Notes being tendered or returned, Telecom will settle for or disown all of such Holder’s validly tendered Notes. On the other hand, Notes validly tendered at or previous to the Early Gentle Cut-off date will probably be approved for acquire in precedence to Notes tendered then the Early Gentle Cut-off date.

The Early Gentle Do business in Attention or the Gentle Do business in Attention, as appropriate, is probably not due in recognize of any Notes returned because of proration. Notes will have to be tendered by and for every recommended proprietor because of possible proration.

As long as the phrases and situations described herein (together with the Financing Situation) are glad, Telecom intends to simply accept for cost all Notes validly tendered and now not validly withdrawn at or previous to the Early Gentle Cut-off date, and can handiest prorate such Notes if the mixture quantity of Notes validly tendered and now not withdrawn at or prior the Early Gentle Cut-off date exceeds the Gentle Cap. If the Do business in isn’t absolutely subscribed as of the Early Gentle Cut-off date, Notes validly tendered then the Early Gentle Cut-off date and at or prior to the Expiration Month is also matter to proration, while Notes validly tendered at or previous to the Early Gentle Cut-off date would now not be matter to proration. Moreover, if the Do business in is absolutely subscribed as of the Early Gentle Cut-off date, Notes validly tendered then the Early Gentle Cut-off date is probably not approved for cost, until Telecom makes a decision to extend the Gentle Cap, matter to appropriate legislation, in its sole discretion. In any situation, Notes validly tendered at or previous to the Early Gentle Cut-off date and now not validly withdrawn may have precedence in cost over Notes validly tendered then the Early Gentle Cut-off date and at or prior to the Expiration Month. Telecom will announce the result of proration, if any, via press shed promptly then the Early Acceptance Year (as outlined underneath) or the Ultimate Acceptance Year (as outlined underneath), because the case is also.

Any Notes tendered is also validly withdrawn at or prior to 5:00 P.M., Untouched York Town date, on July 19, 2024 (the “Withdrawal Deadline”), however now not thereafter, via following the procedures described herein. Tenders of Notes is probably not withdrawn then the Withdrawal Cut-off date, until mandated via appropriate legislation. If the Do business in is terminated with out Notes being bought, any Notes tendered pursuant to the Do business in will probably be returned promptly, and neither the Early Gentle Do business in Attention nor the Gentle Do business in Attention, because the case is also, will probably be paid or turn into payable.

Matter to the phrases and situations of the Do business in (together with the Financing Situation) being glad or waived, we keep the best, at any date following the Early Gentle Cut-off date however previous to the Expiration Month (the “Early Acceptance Date”), to simply accept for acquire the Notes validly tendered at or prior to the Early Gentle Cut-off date and now not validly withdrawn at or prior to the Withdrawal Cut-off date, matter any required proration.

Matter to the phrases and situations of the Do business in being glad or waived, and to our proper to increase, amend, stop or take out the Do business in, we can, then the Expiration Month (the “Final Acceptance Date”), settle for for acquire all Notes validly tendered at or prior to the Expiration Month and now not validly withdrawn at or prior to the Withdrawal Cut-off date matter to proration, if appropriate. We can pay the Early Gentle Do business in Attention and the Gentle Do business in Attention for Notes approved for acquire on the Ultimate Acceptance Year on a moment (the “Payment Date”) promptly following the Ultimate Acceptance Year. We can pay the Early Gentle Do business in Attention and the Gentle Do business in Attention following the appliance of the related Amortization Issue appropriate at the Fee Year. Additionally, at the Fee Year, we can pay accumulated and unpaid hobby, and spare quantities, if any, to, however now not together with, the Fee Year, on Notes approved for acquire on the Ultimate Acceptance Year.

For the avoidance of indecision, we think to have a unmarried Fee Year for (i) Notes validly tendered prior to the Early Gentle Cut-off date, and (ii) Notes validly tendered then the Early Gentle Cut-off date and at or prior to the Expiration Month which can be, in every case, approved for acquire.

Telecom’s legal responsibility to simply accept for acquire, and to pay for, Notes validly tendered and now not validly withdrawn pursuant to the Do business in, is matter to the delight or waiver of quite a few situations, together with the Financing Situation and the Normal Statuses (as outlined within the Remark). Telecom reserves the best, matter to appropriate legislation, in its sole discretion, to waive any of the situations of the Do business in, in entire or partially, at any date and from date to date.

Telecom reserves the best, matter to appropriate legislation, in its sole discretion, to (1) lengthen, stop or take out the Do business in at any date, (2) build up or shorten the Gentle Cap, or (3) another way amend the Do business in the least bit, with out extending the Withdrawal Cut-off date. The foregoing rights are along with the best to extend acceptance for acquire of Notes tendered pursuant to the Do business in or the cost of Notes approved for acquire pursuant to the Do business in to bring to agree to any appropriate legislation, matter to Rule 14e-1(c) beneath the U.S. Securities Alternate Operate of 1934, as amended (the “Exchange Act”), which calls for that Telecom pay the distinction introduced or go back the deposited Notes promptly then the termination or withdrawal of the Do business in.

Notes tendered via or by and for individuals which can be (i) Argentine Entities (as outlined within the Remark) or (ii) Overseas Beneficiaries (as outlined within the Remark) which can be citizens in a “non-cooperative jurisdiction” for Argentine source of revenue tax functions, or that got the Notes with price range originating in a non-cooperative jurisdiction will have to be accompanied in every case with such documentation as Telecom might require to form the withholdings mandated via Argentine source of revenue tax laws.

Any query in regards to the phrases of the Do business in must be directed to the Broker Managers.

The Do business in will likely be to be had on-line at https://projects.morrowsodali.com/telecomargentina till the consummation or termination of the Do business in.

SOURCE Telecom Argentina S.A.