YPF in $2 Billion Exchange Offer and Consent Solicitation

March 1, 2021

Cleary Gottlieb represented YPF S.A. (YPF) in a successful liability management transaction that resulted in the issuance of its $775.78 million 4%/9% step-up senior secured and export-backed notes due 2026, $747.83 million 2.5%/9% step-up senior notes due 2029, and $575.659 million 1.5%/7% step-up senior notes due 2033.

Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Itau BBA USA Securities Inc., and Santander Investment Securities Inc. acted as dealer managers; Banco Itaú Argentina S.A., Itaú Valores S.A., Banco Santander Río S.A., and HSBC Bank Argentina S.A. acted as local placement agents; Citibank NA acted as offshore collateral agent; La Sucursal de Citibank NA establecida en la República Argentina acted as onshore collateral agent; and TMF Trust Company (Argentina) S.A. acted as consent agent in Argentina.

The 2026 notes will benefit from collateral including assignment of export receivables of certain exportable products and a pledge over 50% of the shares of YPF Energía Eléctrica S.A., subsidiary of YPF and one of the most important players in the energy sector in Argentina.

The new notes were issued in exchange for YPF’s outstanding 2021 old notes, 2024 old notes, March 2025 old notes, July 2025 old notes, 2027 old notes, 2029 old notes, and 2047 old notes. The aggregate outstanding amount subject to exchange for all seven series of old notes was approximately $6.2 billion, which makes this liability management transaction the largest corporate exchange offer and consent solicitation transaction in the history of Argentina.

The transaction was launched on January 7, 2021, the early settlement for the 2021 old notes and the settlement for all other series of old notes took place on February 12, 2021, and the late settlement for the 2021 old notes took place on March 1, 2021.

The purpose of the exchange offers was to extend the average life of the debt obligations associated with the old notes, provide the company with relief with respect to cash payments under its outstanding foreign currency denominated financial debt through 2022, and, in the case of the exchange offer applicable to the 2021 old notes, to comply with regulations of the Argentine Central Bank.

YPF is an Argentine company with leading market positions across the domestic upstream, downstream, and gas and power segments.