Telecom Argentina S.A. Announces the Commencement of the Tender Offer for its 8.500% Notes due 2025

By Telecom Argentina

BUENOS AIRES, Argentina, July 8, 2024 - Telecom Argentina S.A. ("Telecom" or "we") hereby announces the commencement of its offer to purchase for cash (the "Offer") from each registered holder (each, a "Holder" and, collectively, the "Holders"), on the terms and subject to the conditions set forth in the offer to purchase dated July 8, 2024 (as it may be amended or supplemented from time to time, the "Statement"), up to U.S.$100,000,000 outstanding aggregate principal amount (reflecting, for the avoidance of doubt, any amortization) (the "Tender Cap") of its outstanding 8.500% Notes due August 6, 2025 (the "Notes"). Telecom reserves the right, in its sole discretion, subject to applicable law, to increase or decrease the Tender Cap; however, there can be no assurance that it will do so.

Morrow Sodali International LLC is acting as the information and tender agent (the "Information and Tender Agent") for the Offer. Deutsche Bank 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 acting as dealer managers (the "Dealer Managers") for the Offer. 

The aggregate cash consideration for each U.S.$1,000 principal amount of Notes purchased pursuant to the Offer will be (i) U.S.$993 per U.S. $1,000 principal amount of Notes (the "Early Tender Offer Consideration") payable only in respect of Notes validly tendered and not validly withdrawn at or prior to 5:00 P.M. New York City time on July 19, 2024 (the "Early Tender Deadline") and accepted for purchase, or (ii) U.S.$963 per U.S.$1,000 principal amount of Notes (the "Tender Offer Consideration") payable in respect of Notes validly tendered after the Early Tender Deadline but at or before 5:00 P.M., New York City time, on August 5, 2024 (the "Expiration Time") and accepted for purchase. Only Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline will be eligible to receive the Early Tender Offer Consideration. Notes validly tendered after the Early Tender Deadline but at or before the Expiration Time will be eligible to receive only the Tender Offer Consideration.  In addition, Telecom will pay accrued and unpaid interest and additional amounts, if any, in respect of any Notes purchased in the Offer from the last interest payment date to the Payment Date.

If the purchase of all validly tendered Notes would cause Telecom to purchase a principal amount greater than the Tender Cap, then the Offer will be oversubscribed and, if Telecom accept Notes in the Offer, Telecom will accept for purchase tendered Notes on a prorated basis as described below.  If at the Early Tender Deadline, the aggregate principal amount of Notes validly tendered and not validly withdrawn by Holders exceeds the Tender Cap, we will not accept any Notes validly tendered by Holders after the Early Tender Deadline, unless we decide to increase the Tender Cap, subject to applicable law, in our sole discretion.