22 Mar 2019 09:39
CABLEVISIÓN HOLDING S.A.
Lenders Accept Amendment to Loan Agreement
On 21 March 2019, Cablevisión Holding S.A. (the "Company" or the "Borrower") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that the Board of Directors of the Company had acknowledged the acceptance by CITIBANK, N.A., GOLDMAN SACHS BANK USA, INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, DUBAI (DIFC) BRANCH, ITAÚ UNIBANCO S.A., NASSAU BRANCH (the "Lenders"), CITIBANK, N.A. and the Branch of Citibank N.A. established in the Republic of Argentina (the "Arrangers, Collateral Agents") and CITIBANK N.A. (the "Administrative Agent") of the Amendment Offer delivered by the Company, in order to amend certain provisions of the Loan granted by the Lenders on 27 September 2017, which loan, to date, has an outstanding principal amount of United States Dollars Two Hundred Seventeen Million Three Hundred Four Thousand Eight Hundred Twelve and 89/100 (USD217,304,812.89). The main terms of the Amendment Offer are the following: Maturity: the earlier of (a) the date that is 18 months from the Amendment Effective Date, and (b) the date on which the Loan shall become due and payable in full, whether by acceleration or otherwise. Amendment Effective Date: 25 March 2019, provided that as of that date each or the conditions precedent set forth in the Amendment Offer have been complied or waived by the Lenders and the Company has notified in writing to the Administrative Agent compliance with such conditions precedence or waiver thereof by the Lenders. Conditions precedent include, among others, the following: (a) the Borrower shall have paid to the Lenders all accrued interest amount of interest payable on the Loan as of, but excluding, the Amendment Effective Date; (b) the Borrower shall have funded the IR Account with the amount required to meet the Required IR Account Balance assuming for purposes of the calculation that the amendments set out in the Amendment Agreement be effective; (c) the Borrower shall have paid all reasonable and documented costs and expenses incurred by the Lenders in connection with the execution of the amendment. Applicable Margin: the Loan shall accrue interest on any outstanding amounts until their actual payment at a rate equal to "LIBOR", plus an applicable margin equal to (i) for the period from the Amendment Effective Date and the date that is six months thereafter, 5.75%, (ii) for the period from, but excluding, the date that is six months following the Amendment Effective Date and the date that is the first anniversary of the Amendment Effective Date, 6.50%, and (iii) for the period from, but excluding, the first anniversary of the Amendment Effective Date to and including the Maturity Date, 7.25%. Permitted Debt: the Borrower shall not create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Debt, except for such Debt as is expressly permitted under the Amendment. Collateral: the Borrower undertakes, for as long as the Loans are outstanding, to create and maintain certain collateral consisting in the pledge of a number of common shares of Telecom Argentina S.A. owned directly or indirectly by the Borrower, that shall result from applying the Collateralization Ratio-as defined in the Amendment. The Amendment shall be governed by the law of the State of New York.
Attached as Exhibit A is a free translation of the minutes of the meeting of the Board of Directors referred to above.
Enquiries:
Mr. Agustín Medina Manson
Head of Investor Relations
Ms. Valentina López
Sr. Analyst
www.cvh.com.ar
Email: ir@cvh.com.ar
Tel: (+54 11) 4309 - 3417
Exhibit A
FREE TRANSLATION
Minutes of the Meeting of the Board of Directors: In the City of Buenos Aires, on the 21st day of the month of March, 2019, at 16.00 hours, the Board of Directors of Cablevisión Holding S.A. (the "Company") meets at the Company's headquarters at calle Tacuarí 1842, 4th Floor, with the presence of the Members of the Board of Directors and of the Supervisory Commission who sign below. As provided under Article 16º of the Company's Bylaws, Messrs. Sebastián Bardengo and Antonio R. Aranda, who are connected to the other directors and syndics by videoteleconference from Dubai, United Arab Emirates and Houston, Texas, United States of America respectively, are participating of this meeting remotely. Their presence is counted towards the quorum as provided in the abovementioned provision of the bylaws. The Meeting is opened by the President, Mr. Sebastián Bardengo, who submits to the consideration of those present the next point of the agenda: 1) Acknowledgment of the acceptance of the Amendment Offer dated as of 19 March 2019, delivered by the Company. The President speaks and states that, as resolved by the Board in its last meeting, on 19 March 2019 the Company (the "Borrower") delivered to CITIBANK, N.A., GOLDMAN SACHS BANK USA, INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, DUBAI (DIFC) BRANCH, ITAÚ UNIBANCO S.A., NASSAU BRANCH (the "Lenders"), CITIBANK, N.A. and the Branch of Citibank N.A. established in the Republic of Argentina (the "Arrangers, Collateral Agents") and CITIBANK N.A. (the "Administrative Agent") an Offer to Amend (the "Amendment") the loan granted by the Lenders on 27 September 2017 (the "Loan"), which, to date, has an outstanding principal amount of United States Dollars Two Hundred Seventeen Million Three Hundred Four Thousand Eight Hundred Twelve and 89/100 (USD217,304,812.89). The President continues saying that the Amendment was delivered in order to amend certain provisions of the Loan, including the maturity date, which occurs on the earlier of 18 months from 24 September 2017 or the date of which the Loan shall become due and payable in full, whether by acceleration or otherwise. In that regard, the President states that the Company has received communications from the Lenders, the Arrangers, the Collateral Agents and the Administrative Agent, whereby such parties have notified the Company their acceptance of the Amendment Offer, which has the following main final terms and conditions: Maturity: the earlier of (a) the date that is 18 months from the Amendment Effective Date, and (b) the date on which the Loan shall become due and payable in full, whether by acceleration or otherwise. Amendment Effective Date: 25 March 2019, provided that as of that date each or the conditions precedent set forth in the Amendment Offer have been complied or waived by the Lenders and the Company has notified in writing to the Administrative Agent compliance with such conditions precedence or waiver thereof by the Lenders. Conditions precedent include, among others, the following: (a) the Borrower shall have paid to the Lenders all accrued interest amount of interest payable on the Loan as of, but excluding, the Amendment Effective Date; (b) the Borrower shall have funded the IR Account with the amount required to meet the Required IR Account Balance assuming for purposes of the calculation that the amendments set out in the Amendment Agreement be effective; (c) the Borrower shall have paid all reasonable and documented costs and expenses incurred by the Lenders in connection with the execution of the amendment. Applicable Margin: the Loan shall accrue interest on any outstanding amounts until their actual payment at a rate equal to "LIBOR", plus an applicable margin; equal to (i) for the period from the Amendment Effective Date and the date that is six months thereafter, 5.75% per annum, (ii) for the period from, but excluding, the date that is six months following the Amendment Effective Date and the date that is the first anniversary of the Amendment Effective Date, 6.50% per annum, and (iii) for the period from, but excluding, the first anniversary of the Amendment Effective Date to and including the Maturity Date, 7.25% per annum. Permitted Debt: the Borrower shall not create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Debt, except for such Debt as is expressly permitted under the Amendment. Collateral: the Borrower undertakes, for as long as the Loans are outstanding, to create and maintain certain collateral consisting in the pledge of a number of common shares of Telecom Argentina S.A. owned directly or indirectly by the Borrower, that shall result from applying the Collateralization Ratio-as defined in the Amendment Offer. The President motions specifically that the Board of Directors acknowledge the acceptance of the Amendment in its final terms by the Lenders, the Arrangers, the Collateral Agents and the Administrative Agent. The motion is submitted to a vote and approved unanimously. The members of the Supervisory Commission expressly record the remote participation of Messrs. Sebastian Bardengo and Antonio R. Aranda, communicated by a videoteleconference system and that they voted validly on the points of the agenda of this meeting. Also, the syndics expressly state that the decisions adopted at this meeting were validly adopted. With no other matters to discuss, the meeting is adjourned at 16.30 hours.
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Directors executing the minutes: Sebastián Bardengo (by videoconference), Ignacio José María Sáenz Valiente, Marcela Noble Herrera, Antonio Román Aranda (by videoconference), 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.