26 Mar 2019 16:25
CABLEVISIÓN HOLDING S.A.
Company Pledges Shares of Telecom Argentina S.A.
On 25 March 2019, Cablevision Holding S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that the Board of Directors of the Company had approved, within the framework of the Amendment approved on 20 March 2019, the creation of a first degree pledge over 4,472,149 common, registered, Class D shares of Telecom Argentina S.A. owned by the Company, pursuant to Article 2219 et seq. of the Civil and Commercial Code of the Republic Argentina, in favour of Citibank N.A., Goldman Sachs Bank USA, Industrial and Commercial Bank of China Limited Dubai (DIFC) Branch, Itaú Unibanco S.A., Nassau Branch, as Lenders, Citibank, N.A. as offshore colateral agent and the branch of Citibank N.A. established in the Republic of Argentina as on shore colateral agent.
Attached as Exhibit A is a free translation of the minutes of the meeting of the Board of Directors of the Company held on 25 March 2019, at which the abovementioned resolutions were adopted.
Enquiries:
Mr. Agustín Medina Manson
Head of Investor Relations
Mr. Valentina López
Sr. Analyst of Investor Relations
www.cvh.com.ar
Email: ir@cvh.com.ar
Tel: (+54 11) 4309 - 3417
Exhibit A
Minutes of the Meeting of the Board of Directors: In the City of Buenos Aires, on the 25th day of the month of March 2019, at 17.30 hours, the Board of Directors of Cablevisión Holding S.A. (the "Company") meets at the Company's headquarters on calle Tacuarí 1842, 4th Floor, with the presence of the undersigned members of the Board of Directors and the Supervisory Committee. The meeting is opened by the President of the Company, Mr. Sebastián Bardengo, who submits the following point of the agenda to the consideration of those present: Consideration of the creation of a pledge over 4,472,149 Class D shares of Telecom Argentina S.A. owned by the Company. Mr. Bardengo continues to speak and states that, as is known by this Board of Directors, on 25 September 2017, CITIBANK, N.A., GOLDMAN SACHS BANK USA, INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, DUBAI (DIFC) BRANCH, ITAU BBA INTERNATIONAL PLC (the "Lenders"), accepted: (i) an offer sent by the Company, which, as borrower, requested from the Lenders a loan for up to an aggregate principal amount of USD 750,000,000 (the "Loan"); and (ii) an offer to pledge shares of Cablevisión S.A.---now dissolved pursuant to the merger with Telecom Argentina S.A.-in order to guarantee the payment of the Guaranteed Obligations under the Loan Agreement-as such term is defined in the Loan Agreement-(the "Pledge Agreement"). In addition, the President states that, on 20 March 2019, the Lenders accepted an Offer to Amend the Loan (the "Amendment")-which to date [has an outstanding balance of] United States Dollars Two Hundred Seventeen Million Three Hundred Four Thousand Eight Hundred Twelve million and 89/100 (USD 217,304,812.89)-whereby they amended certain provisions of the Loan, including its maturity. Finally, the President points out that, pursuant to the Amendment, within a term of 5 (five) days counted as from 25 March 2019, the "Collateralization Ratio"-as such term is defined in the Loan-shall be equal to or greater than 2.50:1.00. Therefore, and taking into account that, to date, the value of the guarantees granted by the Company is lower than the Collateralization Ratio, the President motions specifically to create a pledge in the first degree, pursuant to Article 2219 et seq. of the Civil and Commercial Code of the Republic Argentina, in favour of Citibank N.A., Goldman Sachs Bank USA, Industrial and Commercial Bank of China Limited Dubai (DIFC) Branch, Itaú Unibanco S.A., Nassau Branch, as Lenders, Citibank, N.A. as offshore colateral agent and the branch of Citibank N.A. established in the Republic of Argentina as on shore colateral agent (the "Guaranteed Parties") over 4,472,149 common, registered, Class D shares of Telecom Argentina S.A. owned by the Company (the "Pledged Shares"), stating for the record that the creation of the pledge over the Pledged Shares will allow the Company to comply with the Collateralization Ratio. The motion is submitted to a vote and is approved unanimously. [The Board of Directors] also approves unanimously to authorise the President and/or any of the attorneys in fact of the Company, to (i) execute, in accordance with the terms of the Loan (as amended), the note provided under Article 215 of the General Companies Law in order to notify the creation of the pledge over the Pledged Shares and other documents necessary to register the pledge in the Shareholders' Ledger of Telecom Argentina S.A., and (ii) communicate to the Collateral Agent the creation of the pledge of over the Pledged Shares, as provided in the Loan Agreement. With no other matters to discuss, the meeting is adjourned at 18.00 hours.
Directors executing the minutes: Sebastián Bardengo, Ignacio José María Sáenz Valiente, Marcela Noble Herrera, Antonio Román Aranda, Marcia Ludmila Magnetto, Lucio Andrés Pagliaro, Alan Whamond, Nelson Damián Pozzoli, Gonzalo Blaquier, and Sebastián Salaber
Members of the Supervisory Committee executing the minutes:Andres Gabriel Riportella; Matías Alejandro Fredriks and Pablo Gabriel San Martin.