The Province of Córdoba (A Province of the Republic of Argentina) U.S.$450,000,000 7.125% Notes Due 2027
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LUXEMBOURG LISTING PARTICULARS The Province of Córdoba (A Province of the Republic of Argentina ) U.S.$450,000,000 7.125 % Notes due 2027 The Province of Córdoba, or the Province, a province of the Republic of Argentina, is offering U.S.$ 450,000,000 aggregate principal amount of its 7.125 % notes due 2027, or the notes. Interest on the notes will accrue at a rate of 7.125 % per year. The Province will pay interest on the notes on February 1 and August 1 of each year, commencing with a long first coupon payable on February 1, 2018. The notes will mature on August 1, 2027. The notes will be direct, general, unconditional and unsubordinated Public External Indebtedness of the Province. The notes rank and will rank without any preference among themselves and equally with all other unsubordinated Public External Indebtedness of the Province. Application has been made to list the notes on the Official List of the Luxembourg Stock Exchange and to admit the notes for trading on the Euro MTF Market of the Luxembourg Stock Exchange. These listing particulars constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus for securities dated July 10, 2005, as amended. Application has also been made to list the notes on Bolsas y Mercados Argentinos S.A. (“BYMA”) and to admit the notes for trading on the Argentine Mercado Abierto Electrónico S.A. (“MAE”). The notes will contain provisions, commonly known as “collective action clauses.” Under these provisions, which differ from the terms of our public external indebtedness issued prior to June 10, 2016, we may amend the payment provisions of any series of debt securities issued under the indenture (including the notes) and other reserved matters listed in the indenture with the consent of the holders of: (1) with respect to a single series of debt securities, more than 75% of the aggregate principal amount of the outstanding debt securities of such series; (2) with respect to two or more series of debt securities, if certain “uniformly applicable” requirements are met, more than 75% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed modification, taken in the aggregate; or (3) with respect to two or more series of debt securities, more than 66 ⅔% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the outstanding debt securities of each series affected by the proposed modification, taken individually. See “Description of the Notes—Meetings, Amendments and Waivers.” Investing in the notes involves significant risks. See “Risk Factors” beginning on page 16. The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the Securities Act, or the securities laws of any other jurisdiction. Unless they are registered, the notes may be offered only in transactions that are exempt from registration under the Securities Act or the securities law of any other jurisdiction. Accordingly, the notes are being offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and persons outside the United States in reliance on Regulation S of the Securities Act. Any offer or sale of the notes in any member state of the European Economic Area that has implemented the Prospectus Directive must be addressed to qualified investors (as defined in the Prospectus Directive). For further details about eligible offerees and resale restrictions, see “Notice to Investors.” According to Section 83 of federal Law No. 26,831, the Province is not required to obtain prior approval for the public offering in Argentina from the Comisión Nacional de Valores , or the CNV. Price: 99.991% plus accrued interest from July 7, 2017, if any. The notes were delivered in book-entry form through the facilities of The Depository Trust Company, or DTC, and its direct and indirect participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear system, or Euroclear, and Clearstream Banking S.A. societé anonyme or Clearstream, on July 7, 2017. HSBC J.P. Morgan Joint Book-Running Managers The date of these listing particulars are July 10, 2017. Table of Contents Page ENFORCEMENT OF CIVIL LIABILITIES i DEFINED TERMS AND CONVENTIONS ii EXCHANGE CONTROLS vi PRESENTATION OF FINANCIAL AND OTHER INFORMATION vii FORWARD-LOOKING STATEMENTS ix SUMMARY 1 THE OFFERING 14 RISK FACTORS 16 USE OF PROCEEDS 36 THE PROVINCE OF CÓRDOBA 37 THE PROVINCIAL ECONOMY 43 PUBLIC SECTOR FINANCES 69 PUBLIC SECTOR DEBT 100 BANCO DE CÓRDOBA 114 DESCRIPTION OF THE NOTES 121 NOTICE TO INVESTORS 140 TAXATION 142 PLAN OF DISTRIBUTION 148 OFFICIAL STATEMENTS 153 VALIDITY OF THE NOTES 153 GENERAL INFORMATION 153 You should rely only on the information contained in these listing particulars. The Province has not, and the initial purchasers have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The Province is not, and the initial purchasers are not, making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in these listing particulars are accurate only as of the date on the front cover of these listing particulars and may have changed since that date. The Province is relying on an exemption from registration under the Securities Act for offers and sales of securities that do not involve a public offering. By purchasing notes, you will be deemed to have made the acknowledgements, representations, warranties and agreements described under the heading “Notice to Investors” in these listing particulars. You should understand that you will be required to bear the financial risks of your investment for an indefinite period of time. These listing particulars are based on information provided by the Province and other sources that the Province believes are reliable. These listing particulars summarizes certain documents and other information, and the Province refers you to them for a more complete understanding of what the Province discusses in these listing particulars. In making an investment decision, you must rely on your own examination of the Province and the terms of the offering and the notes, including the merits and risks involved. After having made all reasonable inquiries, the Province confirms that it accepts responsibility for the information it has provided in these listing particulars and assumes responsibility for the correct reproduction of the information contained herein. More specifically, the Province confirms that the information contained in these listing particulars are true and correct in all material respects, that the opinions and intentions expressed in these listing particulars are honestly held and that there are no other facts the omission of which would make any statement contained in these listing particulars misleading. The Province is not making any representation to any purchaser of notes regarding the legality of an investment in the notes by such purchaser under any legal investment or similar laws or regulations. You should not consider any information in these listing particulars to be legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in the notes. You should contact the initial purchasers with any questions about this offering. Neither the U.S. Securities and Exchange Commission, or the SEC, nor any U.S. state securities commission has approved or disapproved of the securities or determined if these listing particulars are truthful or complete. Any representation to the contrary is a criminal offense. ENFORCEMENT OF CIVIL LIABILITIES The Province is a political subdivision of a sovereign state. Consequently, it may be difficult for investors to obtain, or realize in the United States or elsewhere, judgments against the Province. To the fullest extent permitted by applicable law, the Province will irrevocably submit to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the City of New York, Borough of Manhattan, and any appellate court thereof, in any suit, action or proceeding arising out of or relating to the notes or the Province’s failure or alleged failure to perform any obligations under the notes, and the Province will irrevocably agree that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York state or U.S. federal court. The Province will irrevocably waive, to the fullest extent permitted under applicable law, the defense of an inconvenient forum to the maintenance of any suit, action or proceeding and any objection to any proceeding whether on the grounds of venue, residence or domicile, subject to the provisions of Article 179 of the Constitution of the Province and Section 28 of provincial law No. 9,504. To the extent that the Province has or hereafter may acquire any sovereign or other immunity from jurisdiction of such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise), the Province will, to the fullest extent permitted under applicable law, including the U.S. Foreign Sovereign Immunities Act of 1976 and the provisions of Article 179 of the Constitution of the Province and Section 28 of provincial law No. 9,504, irrevocably waive such immunity in respect of any such suit, action or proceeding; provided , however , that i the Province will reserve the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to actions brought against it under the U.S.