SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2025
Commission File Number: 001-12102
YPF Sociedad Anónima
(Exact name of registrant as specified in its charter)
Macacha Güemes 515
C1106BKK Buenos Aires, Argentina
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
YPF Sociedad Anónima
TABLE OF CONTENT
| ITEM 1 | Translation of letter to the Argentine Securities Commission dated January 16, 2025. |
Buenos Aires, January 16, 2025
Gentlemen
COMISIÓN NACIONAL DE VALORES (“CNV”)
25 de Mayo 175
City of Buenos Aires
MERCADO ABIERTO ELECTRÓNICO S.A. (“MAE”)
Maipu 1210
City of Buenos Aires
BOLSAS Y MERCADOS ARGENTINOS S.A. (“ByMA”)
Sarmiento 299
City of Buenos Aires
Present
Ref: YPF S.A. - Tender Offer
Our highest consideration:
We are hereby enclosing the Spanish translation of the press release relating to the expiration and final results of the voluntary cash tender offer for any and all of YPF’s outstanding Class XXXIX Notes due July 28, 2025 with an annual coupon of 8.500% and a currently outstanding principal amount of US$756,966,002.00 (the “Tender Offer”), announced by means of a Relevant Matter published on January 2, 2025.
The Tender Offer is subject to a number of terms and conditions that are described in detail in the Offer to Purchase document.
Sincerely yours,
Margarita Chun
Market Relations Manager
YPF S.A.
YPF Sociedad Anónima
(a stock corporation (sociedad anónima) incorporated under the laws of Argentina)
YPF Sociedad Anónima Announces the Expiration of its Tender Offer for Any and All of its Outstanding 8.500% Senior Notes due July 2025
Buenos Aires, January 16, 2025 – YPF Sociedad Anónima (“YPF”) announces the expiration of its previously announced tender offer (the “Tender Offer”) to purchase any and all of its outstanding 8.500% Senior Notes due July 2025 (the “Securities”) on the terms and subject to the conditions set forth in YPF’s Offer to Purchase dated January 2, 2025 (the “Offer to Purchase”) and the related notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and together with the Offer to Purchase, the “Tender Offer Documents”). Capitalized terms used in this press release but not otherwise defined have the meanings given to them in the Offer to Purchase.
The Tender Offer expired at 5:00 p.m., New York City time (7:00 p.m., Buenos Aires time), on Wednesday, January 15, 2025 (such date and time, the “Expiration Date”).
The table below sets forth certain information relating to the Securities and the Tender Offer, including, among other things, the aggregate principal amount of Securities tendered on or prior to the Expiration Date and the Total Consideration.
| Title of Security |
CUSIP and ISIN Numbers |
Principal Amount Outstanding |
Aggregate Principal Amount Tendered |
Aggregate Principal Amount Accepted |
Total Consideration(a) | |||||||||
| 8.500% Senior Notes due July 2025 |
CUSIP: 984245 AL4 P989MJ BE0 ISIN:US984245AL47 USP989MJBE04 |
U.S.$ | 756,966,002 | U.S.$ | 314,922,000 | U.S.$314,922,000 | U.S.$1,019.50 | |||||||
| (a) | Per U.S.$1,000 principal amount. |
Holders who validly tendered (and did not validly withdraw) their Securities on or prior to the Expiration Date and whose Securities are accepted for purchase pursuant to the Tender Offer are eligible to receive U.S.$1,019.50 per US$1,000 principal amount of Securities, and accrued and unpaid interest on their accepted Securities up to, but excluding, the Settlement Date (as defined below).
According to information provided by the Information and Tender Agent (as defined below), U.S.$314,922,000 aggregate principal amount of the Securities were validly tendered and were not validly withdrawn prior to or at the Expiration Date. No Securities have been tendered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents. Subject to the satisfaction or waiver of all remaining conditions to the Tender Offer, the Company expects to accept for purchase all Securities validly tendered and not validly withdrawn at or prior to the Expiration Date.
The settlement date for the Securities which were validly tendered and not validly withdrawn prior to or at the Expiration Date, is expected to be January 17, 2025 (the “Settlement Date”).
The complete terms and conditions of the Tender Offer are described in the Offer to Purchase, copies of which may be obtained from D.F. King & Co., the information and tender agent for the Tender Offer (the “Information and Tender Agent”) by telephone at +1 (212) 269-5550 (Banks and Brokers) and +1 (888) 541-9895 (toll-free), in writing at 48 Wall Street, 22nd Floor, New York, New York, 10005, or are available for download via the website www.dfking.com/ypf.
YPF has engaged BBVA Securities Inc., Deutsche Bank Securities Inc., Itau BBA USA Securities, Inc., Latin Securities S.A., Agente de Valores, and Santander US Capital Markets LLC to act as the dealer managers (the “Dealer Managers”) and Banco CMF S.A., Banco de Galicia y Buenos Aires S.A.U., Banco Santander Argentina S.A., Balanz Capital Valores S.A.U., Macro Securities S.A.U. and Latin Securities S.A. as local dealer managers (the “Local Dealer Managers”) in connection with the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to BBVA Securities Inc. by telephone at +1 (800) 422 8692 (U.S. toll free) or +1 (212) 728 2446 (collect), Deutsche Bank Securities Inc. by telephone at +1 (866) 627-0391 (U.S. toll free) or +1 (212) 250-2955 (collect), Itau BBA USA Securities, Inc. by telephone at +1 (888) 770-4828 (U.S. toll free) or +1 (212) 710-6749 (collect), Latin Securities S.A., Agente de Valores by telephone at +59 (82) 518-2033 (collect) and Santander US Capital Markets LLC by telephone at +1 (855) 404 3636 (U.S. toll free) or +1 (212) 940 1442 (collect).
None of YPF, the Dealer Managers, the Local Dealer Managers, the Information and Tender Agent or the trustee for the Securities, or any of their respective affiliates, is making any recommendation as to whether Holders should or should not tender any Securities in response to the Tender Offer or expressing any opinion as to whether the terms of the Tender Offer are fair to any holder. Holders must make their own decision as to whether to tender any of their Securities and, if so, the principal amount of Securities to tender. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer.
This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell the Securities. The Tender Offer is being made solely by means of the Offer to Purchase. The Tender Offer is not being made to holders of Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of YPF by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
* * *
Disclaimer
This release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the United States Securities Exchange Act of 1934, as amended, including those related to the tender for Securities and whether or not YPF will consummate the Tender Offer. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements. These risks and uncertainties include, but are not limited to, general economic, political and business conditions in Argentina and South America, existing and future governmental regulations, fluctuations in the price of petroleum and petroleum products, supply and demand levels, currency fluctuations, exploration, drilling and production results, changes in reserves estimates, success in partnering with third parties, loss of market share, industry competition, environmental risks, physical risks, the risks of doing business in developing countries, legislative, tax, legal and regulatory
developments, economic and financial market conditions in various countries and regions, political risks, wars and acts of terrorism, natural disasters, project delays or advancements and lack of approvals. Additional information concerning potential factors that could affect YPF’s financial results is included in the filings made by YPF and its affiliates before the Comisión Nacional de Valores in Argentina and with the U.S. Securities and Exchange Commission, in particular, in YPF’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023 and its current reports filed with the U.S. Securities and Exchange Commission. In light of the foregoing, the forward-looking statements included in this document may not occur. Except as required by law, YPF does not undertake to publicly update or revise these forward-looking statements even if experience or future changes make it clear that the projected performance, conditions or events expressed or implied therein will not be realized.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| YPF Sociedad Anónima | ||||||
| Date: January 16, 2025 |
By: |
/s/ Margarita Chun | ||||
| Name: |
Margarita Chun | |||||
| Title: |
Market Relations Officer | |||||