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Republic of Argentina | 6029 | Not Applicable | ||
(State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
incorporation or organization) | Classification Code Number) | Identification No.) |
Buenos Aires C104AAI
Republic of Argentina
(+ 54-11-5222-6500)
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
111 Eighth Ave.
New York, New York 10011
(1-800-223-7564)
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Antonia E. Stolper, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Proposed | ||||||||||||||||||||||
maximum | Proposed | |||||||||||||||||||||
aggregate | maximum | Amount of | ||||||||||||||||||||
Title of each class of | Amount to be | offering price | aggregate | registration | ||||||||||||||||||
securities to be registered | registered | per unit (1) | offering (1) | Fee (2) | ||||||||||||||||||
9.75% Fixed/Floating Rate Non-Cumulative Junior Subordinated Bonds Due 2036 | $ | 150,000,000 | 100 | % | $ | 150,000,000 | $ | 4,605 | ||||||||||||||
(1) | The bonds are being offered (i) in exchange for 9.75% Fixed/Floating Rate Non-Cumulative Junior Subordinated Bonds due 2036 previously sold in transactions exempt from registration under the Securities Act of 1933 and (ii) upon certain resales of the notes by broker-dealers. | |
(2) | The registration fee was computed based on total face value of the 9.75% Fixed/Floating Rate Non-Cumulative Junior Subordinated Bonds due 2036 solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act of 1933. |
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.
US$150,000,000
9.75% Fixed/Floating Rate Non-Cumulative Junior Subordinated Bonds due 2036
that have been registered under the Securities Act of 1933
for
any and all outstanding 9.75% Fixed/Floating Rate Non-Cumulative Junior Subordinated Bonds due 2036
that have not been registered under the Securities Act of 1933
• | The terms of the 9.75% Fixed/Floating Rate Non-Cumulative Junior Subordinated Bonds due 2036 that have been registered under the Securities Act of 1933 (the “Registered Notes”) are identical to those of the outstanding 9.75% Fixed/Floating Rate Non-Cumulative Junior Subordinated Bonds due 2036 that have not been registered under the Securities Act of 1933 (the “Notes”), except that the Registered Notes have been registered under the Securities Act, and will not contain terms with respect to transfer restrictions. In addition, following completion of this exchange offer, none of the Notes will be entitled to the benefits of the registration rights agreement relating to contingent increases in the interest rates applicable to the Notes. | ||
• | We will pay interest on the Registered Notes on June 18 and December 18 of each year. The Registered Notes will mature on December 18, 2036. | ||
• | The Registered Notes will not be redeemable prior to maturity except as provided herein. The Registered Notes will rank equally in right of payment with all claims in respect of our obligations, or our guarantees of liabilities, that are eligible to be computed as part of our Tier 1 capital under Argentine banking regulations (without taking into account any limitation placed on the amount of such capital); and all claims in respect of any of our other obligations (including guarantees) that rank, or are expressed to rank,pari passu with the Registered Notes. |
• | The exchange offer will expire at 5:00 p.m., New York City time, on , 2007 unless extended. | ||
• | We will exchange all Notes that are validly tendered and not validly withdrawn. | ||
• | You may withdraw tenders of Notes at any time before 5:00 p.m., New York City time, on the date of the expiration of the exchange offer. | ||
• | We will pay the expenses of the exchange offer. | ||
• | We will not receive any proceeds from the exchange offer. | ||
• | No dealer-manager is being used in connection with the exchange offer. | ||
• | The exchange of Notes for Registered Notes will not be a taxable exchange for U.S. federal income tax purposes. |
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Ø | changes in general economic, business, political, legal, social or other conditions in Argentina; | ||
Ø | inflation; | ||
Ø | changes in interest rates and the cost of deposits; | ||
Ø | government regulation; | ||
Ø | adverse legal or regulatory disputes or proceedings; | ||
Ø | credit and other risks of lending, such as increases in defaults by borrowers; | ||
Ø | fluctuations and declines in the value of Argentine public debt; | ||
Ø | competition in banking, financial services and related industries; | ||
Ø | deterioration in regional and national business and economic conditions in Argentina; | ||
Ø | fluctuations in the exchange rate of the peso; and | ||
Ø | the risk factors discussed under “Risk factors” beginning on page 11. |
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Securities Offered | We are offering up to US$150,000,000 aggregate principal amount of 9.75% Fixed/Floating Rate Non-Cumulative Junior Subordinated Bonds 2036, or Registered Notes, which have been registered under the Securities Act. | |
The Exchange Offer | We are exchanging the new 9.75% Fixed/Floating Rate Non-Cumulative Junior Subordinated Bonds Due 2036, for a like principal amount of unregistered old 9.75% Fixed/Floating Rate Non-Cumulative Junior Subordinated Bonds Due 2036, or Notes. We are offering to exchange the Registered Notes to satisfy our obligations contained in the registration rights agreement entered into when the Notes were sold in transactions permitted by Rule 144A and Regulation S under the Securities Act and therefore not registered with the SEC. | |
Resale of the Registered Notes | We believe that you will be allowed to resell the Registered Notes to the public without registration under the Securities Act, and without delivering a prospectus that satisfies the requirements of Section 10 of the Securities Act, if you can make certain representations. However, if you intend to participate in a distribution of the Registered Notes; are a broker-dealer that acquired the Notes from us in the initial offering with an intent to distribute those Notes and not as a result of market-making activities; or are an “affiliate” of ours as that term is defined in Rule 405 of the Securities Act, you will not be eligible to participate in the exchange offer and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of your Notes. | |
Tenders, Expiration Date, Withdrawal | The exchange offer will expire at 5:00 p.m., New York City time, on , 2007 unless it is extended. If you decide to tender your Notes in the exchange offer, you may withdraw them at any time prior to , 2007. If we decide for any reason not to accept any Notes for exchange, your Notes will be returned to you without expense to you promptly after the exchange offer expires. See “The Exchange Offer—Withdrawal of Tenders of Notes.” | |
Argentine Tax Considerations | After the registration of the Registered Notes under the Securities Act of 1933, holders of the Notes may exchange the Notes for Registered Notes in the exchange offer. This exchange will not constitute a taxable event to Holders for |
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Argentine income tax purposes. See “Taxation—Argentine Tax Considerations” for further details. | ||
United States Federal Income Tax Considerations | Your exchange of Notes for Registered Notes in the exchange offer will not result in any income, gain or loss to you for U.S. federal income tax purposes. See the section of this prospectus entitled “Taxation – Material U.S. Federal Income Tax Considerations” for further details. | |
Accrued Interest | Interest accrued on the Notes accepted for exchange will not be payable under such Notes but will instead be payable under the Registered Notes for which such Notes were exchanged. Consequently, holders who exchange their Notes for Registered Notes will receive the same interest payment on each interest payment date following the issue of the Registered Notes that they would have received had they not accepted the exchange offer. | |
Exchange Agent | HSBC Bank USA, National Association | |
Procedures for Tendering the Notes | Offers to exchange may be submitted only by direct participants in The Depository Trust Company, Inc. (“DTC”), Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking,société anonyme (“Clearstream, Luxembourg”) (each, a “Direct Participant”) in compliance with applicable law. | |
If you wish to submit Notes pursuant to the exchange offer, you, the custodial entity or direct participant (as the case may be) through which you hold your Notes, as the case may be, must submit, at or prior to 5:00 P.M., New York City time, on the Expiration Date, your offer to exchange Notes, by properly instructing the applicable clearing system (DTC, Euroclear or Clearstream, Luxembourg) in accordance with the procedures and deadlines established by such clearing system. | ||
If you do not hold your Notes through an account with DTC, Euroclear or Clearstream, Luxembourg, you must arrange to have your Notes transferred to a DTC, Euroclear or Clearstream, Luxembourg account. Once your Notes have been transferred to a DTC, Euroclear or Clearstream, Luxembourg account, you may then submit the “blocking instructions” as described in “The Exchange Offer—Procedures for Tendering the Notes.” | ||
Special Procedures for Beneficial Owners | If you beneficially own the Notes and you hold those Notes through a broker, dealer, commercial bank, trust company, or other nominee and you want to tender your Notes, you should contact that nominee promptly and instruct it to tender your Notes on your behalf. | |
Failure to Tender the Notes | If you fail to tender your Notes in the exchange offer, you will not have any further rights under the registration rights agreement, including any right to require us to register your Notes or to pay you additional interest. Also, the market |
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liquidity of the Notes may decrease as a result of the exchange offer which could adversely affect their market value. See “Risk Factors—If the exchange offer is completed, the trading market for the Notes exchanged may become illiquid, which may adversely affect the market value of the Notes.” |
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Issuer | Banco Macro S.A. | |
Securities | US$ 150,000,000 9.75% Fixed/Floating Rate Non-Cumulative Junior Subordinated Bonds Due 2036. | |
Interest Rate | The notes will accrue interest at a fixed annual rate equal to 9.75% until December 18, 2016, and thereafter at an annual rate equal to the Six-Month LIBOR Rate (as defined in “Description of the Notes—Interest—Determining the Floating Rate”) for the related interest period plus 7.11%, in each case subject to the limitation on interest described in “Description of the Registered Notes—Limitation on Interest.” | |
Maturity | December 18, 2036. | |
�� | ||
Interest Payment Date | Interest on the notes will be payable semiannually on June 18 and December 18 of each year. | |
Book-Entry and Form of the Notes | Upon the issuance of a global note, DTC, Euroclear, or Clearstream, or Luxembourg, as the case may be, will credit, on its book-entry registration and transfer system, the respective principal amounts of the notes represented by such global note. Ownership of beneficial interests in a global note will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in such global note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC and its participants, including Euroclear or Clearstream, Luxembourg, as the case may be (with respect to interests of participants), or by participants or persons that hold through participants (with respect to interests of persons other than participants). The Registered Notes will not be issued in definitive form except under certain limited circumstances described herein. See “Description of Registered Notes—Global Notes.” | |
Optional Redemption | With the prior approval of the Superintendency of Financial Institutions (if then required), we may at our option redeem the notes in whole, but not in part, on December 18, 2016 (the “First Call Date”) or on any Interest Payment Date thereafter, at a redemption price equal to 100% of the aggregate principal amount of the notes, plus accrued and unpaid interest. |
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Redemption upon Withholding Tax Event | With the prior approval of the Superintendency of Financial Institutions (if then required), we may at our option redeem the notes in whole, but not in part, at (i) any time on or after December 18, 2011 but prior to December 18, 2016, or (ii) any time prior to December 18, 2011 if permitted by applicable Argentine banking regulations, in each case following the occurrence of a Withholding Tax Event, at a redemption price equal to 100% of the aggregate principal amount of the notes, plus accrued and unpaid interest. See “Description of the Registered Notes—Redemption and Repurchase—Redemption upon Withholding Tax Event.” | |
Redemption upon Tax Event or Regulatory Event | With the prior approval of the Superintendency of Financial Institutions (if then required), we may at our option redeem the notes in whole, but not in part, at (i) any time on or after December 18, 2011 but prior to December 18, 2016, or (ii) any time prior to December 18, 2011 if permitted by applicable Argentine banking regulations, in each case following the occurrence of a Tax Event or a Regulatory Event, at a redemption price equal to the greater of (A) 100% of the aggregate principal amount of the Registered Notes, plus accrued and unpaid interest and (B) the Make-Whole Redemption Price. See “Description of the Registered Notes—Redemption and Repurchase—Redemption upon Tax Event or Regulatory Event.” | |
Subordination | The notes will constitute our direct, unsecured and subordinated obligations. In the event of our bankruptcy, the notes will rank junior to all of our Senior Obligations;pari passuwith our Parity Obligations; and senior to our Junior Obligations. | |
“Senior Obligations” means (i) all claims of our unsubordinated creditors; and (ii) all claims of our subordinated creditors other than in respect of Parity Obligations and Junior Obligations. | ||
“Parity Obligations” means (i) all claims in respect of our obligations, or our guarantees of liabilities, that are eligible to be computed as part of our Tier 1 capital under Argentine banking regulations (without taking into account any limitation placed on the amount of such capital); and (ii) all claims in respect of any of our other obligations (including guarantees) that rank, or are expressed to rank,pari passuwith the notes. | ||
“Junior Obligations” means all classes of our capital stock, including preferred shares. |
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Limitation on Interest | No interest on the notes will be due and payable on an Interest Payment Date in the event that: | |
(i) the payment of such interest, together with any other payments or distributions (other than payments in respect of redemptions or repurchases) on or in respect of our Parity Obligations (including the notes) previously made or scheduled to be made during the Distribution Period in which such Interest Payment Date falls, would exceed our Distributable Amounts for such Distribution Period (each as defined in “Description of the Registered Notes—Limitation on Interest”); or | ||
(ii) even if such payment of interest could be made under clause (i) above, we would be prevented from paying interest on the notes on such Interest Payment Date as a result of (X) a general prohibition by the Central Bank on paying interest or making other payments or distributions on or in respect of our Parity Obligations (including the Registered Notes) or (Y) as provided in Communications “A” 4589, “A” 4591 and “A” 4664 of the Central Bank or any successor regulations thereto, (a) we are subject to a liquidation procedure or the mandatory transfer of our assets by the Central Bank in accordance with Sections 34 or 35bisof the Financial Institutions Law or successors thereto; (b) we are receiving financial assistance from the Central Bank (except liquidity assistance under the pesification rules pursuant to Decree No. 739/2003); (c) we are not in compliance with or have failed to comply on a timely basis with our reporting obligations to the Central Bank; or (d) we are not in compliance with minimum capital requirements (both on an individual and consolidated basis) or with minimum cash reserves (on average). | ||
Interest payments are non-cumulative such that, if an interest payment is not made in full as a result of the limitation described above, the unpaid interest will not accrue or be due and payable at any time and, accordingly, holders of the notes will not have any claim therefor, whether or not interest is paid in respect of any other interest period. |
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Limitation on Restricted Payments | In the event that interest is not paid in full when scheduled on any Interest Payment Date, we will not, and will not permit any of our Subsidiaries to, make a Restricted Payment until we have resumed interest payments on the notes in full, and, in the case of clauses (i) through (iv) of the next paragraph, until such payments have been made in full for consecutive interest periods totaling a period of 12 months. | |
Each of the following will constitute a “Restricted Payment”: | ||
(i) we declare, pay or distribute a dividend or make a payment on, or in respect of, any of our Junior Obligations, other than dividends or payments in the form of Junior Obligations; | ||
(ii) any of our Subsidiaries declares, pays or distributes a dividend or makes a payment on, or in respect of, any of its Capital Stock, other than dividends or payments payable to us or, if not a Wholly-Owned Subsidiary, on a pro rata basis to minority holders of its common shares; | ||
(iii) we or any of our Subsidiaries redeem, purchase or otherwise acquire for any consideration any of our Junior Obligations, other than by conversion into or in exchange for our other Junior Obligations; | ||
(iv) any of our Subsidiaries redeems, purchases or otherwise acquires for any consideration any of its Capital Stock not held by us; | ||
(v) we declare, pay or distribute a dividend or make a payment on, or in respect of, any of our Parity Obligations, other than dividends or payments in the form of our Junior Obligations; or | ||
(vi) we or any of our Subsidiaries redeem, purchase or otherwise acquire for any consideration any of our Parity Obligations, other than by conversion into or in exchange for our Junior Obligations or pursuant to a mandatory redemption. |
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Additional Amounts | All payments of principal, premium or interest by us in respect of the notes will be made without deduction or withholding for or on account of any present or future taxes, penalties, fines, duties, assessments or other governmental charges imposed or levied by or on behalf of Argentina, or any political subdivision thereof or any authority therein having power to tax, unless we are compelled by law to deduct or withhold such Argentine taxes. In the event that such withholdings or deductions are required by law, we will, subject to certain exceptions, pay such additional amounts to ensure that the holders receive the same amount as the holders would otherwise have received in respect of payments on the notes in the absence of such withholdings or deductions. See “Description of the Registered Notes—Additional Amounts.” | |
Events of Default | The Indenture provides that certain events involving our bankruptcy will constitute “Events of Default” with respect to the notes. Upon the occurrence any such event involving our bankruptcy, the payment of the principal and accrued interest on the notes will automatically, without any declaration or other act on the part of the Trustee or any holder of the notes, become immediately due and payable. | |
There is no right of acceleration of the payment of principal and accrued interest on the notes in the case of a default in the performance of any of our covenants, including the payment of principal, premium and interest on the notes. Notwithstanding the foregoing, in the event of our failure to pay any principal, premium or interest on a notes when it becomes due and payable, the holder of such notes will have the right to institute a suit, including a summary proceeding (acción ejecutiva individual) pursuant to Article 29 of the Negotiable Obligations Law, for the enforcement of any such payment. | ||
Listing | The notes are listed on the Luxembourg Stock Exchange. | |
The notes are listed on the Buenos Aires Stock Exchange. | ||
The notes are eligible for trading on the MAE. | ||
Denominations | US$100,000 and multiples of US$1,000 in excess thereof. | |
Value for Purposes of Computing Voting Rights | Each U.S.$1 of face amount of the notes entitles the holder to one vote for purposes of computing voting rights | |
Trustee, Co-Registrar, Principal Paying Agent and Transfer Agent | HSBC Bank USA, National Association. | |
Registrar, Paying Agent, Transfer Agent, and Representative of the Trustee in Argentina | HSBC Bank Argentina S.A. |
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Luxembourg Paying Agent and Transfer Agent | Dexia Banque Internationale à Luxembourg, société anonyme. | |
Indenture and Form | The notes were issued under an Indenture dated December 18, 2006, by and among us, the Trustee, Co-Registrar, Principal Paying Agent and Transfer Agent and the Registrar, Paying Agent, Transfer Agent and Representative of the Trustee in Argentina, as supplemented by the First Supplemental Indenture dated December 18, 2006, establishing the terms of the notes. | |
Governing Law | The Negotiable Obligations Law establishes the requirements for the notes to qualify as non-convertibleobligaciones negociablesthereunder, and Argentine laws and regulations will govern our capacity and corporate authorization to execute and deliver the Indenture and to issue, execute and deliver the notes. Argentine laws and regulations will also govern the subordination provisions of the Indenture. All other matters with respect to the Indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York. |
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Exchange Rates(1) | ||||||||||||||||
High | Low | Average(2) | Period-end | |||||||||||||
2002 | 3.8675 | 1.0000 | 2.9785 | 3.3630 | ||||||||||||
2003 | 3.3625 | 2.7485 | 2.9493 | 2.9330 | ||||||||||||
2004 | 3.0718 | 2.8037 | 2.9424 | 2.9738 | ||||||||||||
2005 | 3.0523 | 2.8592 | 2.9230 | 3.0315 | ||||||||||||
2006 | 3.1072 | 3.0305 | 3.0741 | 3.0695 | ||||||||||||
January 2007 | 3.1068 | 3.0553 | 3.0850 | 3.1063 | ||||||||||||
February 2007 | 3.1058 | 3.0975 | 3.1026 | 3.1010 | ||||||||||||
March 2007 | 3.1060 | 3.0963 | 3.1010 | 3.1007 | ||||||||||||
April 2007 | 3.1008 | 3.0808 | 3.0891 | 3.0898 | ||||||||||||
May 2007 | 3.0852 | 3.0727 | 3.0800 | 3.0785 | ||||||||||||
June 2007 | 3.0932 | 3.0722 | 3.0793 | 3.0908 | ||||||||||||
2007 through June 2007 | 3.1068 | 3.0553 | 3.0896 | 3.0908 |
(1) | Until June 2002, asked closing quotations as quoted by Banco de la Nación Argentina. Since July 2002, the reference exchange rate as published by the Central Bank. | |
(2) | Based on daily averages. |
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(1) | fund inflows may only be transferred out of the local foreign exchange market upon the lapse of a term of 365 calendar days as from the date on which the funds entered the country; and | ||
(2) | the placement of a nominative, non-transferable and non-compensated deposit in an amount equal to the 30% of the amount involved in the transaction for a term of 365 calendar days, pursuant to the terms and under the conditions established in the applicable regulations. |
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As of and for the year ended December 31, | ||||||||||||||||||||
2002(1) | 2003(1) | 2004(2) | 2005 | 2006(3) | ||||||||||||||||
Under Argentine GAAP | ||||||||||||||||||||
Ratio of earnings to fixed charges (excluding interest on deposits)(4) | 2.39x | 3.96x | 5.69x | 3.01x | 6.76x | |||||||||||||||
Ratio of earnings to fixed charges (including interest on deposits)(5) | 2.19x | 2.26x | 3.02x | 2.14x | 2.49x | |||||||||||||||
Under U.S. GAAP | ||||||||||||||||||||
Ratio of earnings to fixed charges (excluding interest on deposits)(4) | — | 4.19x | 3.45x | 4.71x | 7.29x | |||||||||||||||
Ratio of earnings to fixed charges (including interest on deposits)(5) | — | 2.36x | 2.05x | 3.10x | 2.62x |
(1) | Calculated on the basis of amounts expressed in constant pesos as of February 23, 2003. | |
(2) | Nuevo Banco Suquía consolidated with Banco Macro from December 22, 2004. | |
(3) | Banco del Tucumán and Nuevo Banco Bisel consolidated with Banco Macro from May 5, 2006 and August 11, 2006, respectively. | |
(4) | For the purpose of computing the ratio of earnings to fixed charges excluding interest on deposits, earnings consist of income before income taxes plus fixed charges; fixed charges excluding interest on deposits consist of gross interest expense minus interest on deposits. | |
(5) | For the purpose of computing the ratio of earnings to fixed charges including interest on deposits, earnings consist of income before income taxes plus fixed charges; fixed charges including gross interest on deposits is equal to interest expense. |
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• | file a registration statement under the Securities Act with the SEC with respect to the Registered Notes; and | ||
• | cause that registration statement to be declared effective within 315 days after the closing date. |
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• | the Registered Notes will be registered under the Securities Act and, therefore, will not bear legends restricting the transfer of the Registered Notes; and | ||
• | holders of the Registered Notes will not be entitled to any of the exchange offer provisions under the registration rights agreement, which rights will terminate upon the consummation of the exchange offer, or to the additional interest provisions of the registration rights agreement. |
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• | notify the exchange agent of any extension by written communication; and | ||
• | issue a press release or other public announcement, which will report the approximate number of Notes tendered, before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. |
• | to delay accepting any Notes; | ||
• | to amend the terms of the exchange offer in compliance with the provisions of the Exchange Act; | ||
• | to extend the exchange offer; or | ||
• | if, in the opinion of our counsel, the consummation of the exchange would violate any law or interpretation of the staff of the SEC, to terminate or amend the exchange offer by giving written notice to the exchange agent. |
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• | irrevocable instructions to block any attempt to transfer your Notes on or prior to the settlement date; | ||
• | irrevocable instructions to debit your account on the settlement date in respect of all of your Notes upon receipt of an instruction by the exchange agent to receive your Notes for us, and | ||
• | an irrevocable authorization to disclose, to the exchange agent, the identity of the participant account holder and account information; | ||
• | subject to the automatic withdrawal of the irrevocable instruction in the event that the exchange offer is terminated by us and your right to withdraw your offer to exchange or tender prior to 5:00 P.M., New York City time, on the Expiration Date. |
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• | in the case of DTC, irrevocably deliver such amount of your Notes to the exchange agent’s account at DTC, using DTC’s ATOP system as described above; and | ||
• | in the case of Euroclear or Clearstream, Luxembourg, submit irrevocable “blocking” instructions (defined above) with respect to such amount of your Notes; |
• | holders of Notes to the direct participant in DTC, Euroclear or Clearstream, Luxembourg through which they hold the Notes; or | ||
• | holders of Notes or the direct participant to the exchange agent, DTC, Euroclear or Clearstream, Luxembourg. |
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• | that the holder has full power and authority to tender, exchange, assign and transfer the Notes tendered; | ||
• | that we will acquire good title to the Notes being tendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim when we accept the Notes; | ||
• | that the holder is acquiring the Registered Notes in the ordinary course of its business; | ||
• | that the holder is not participating in and does not intend to participate in a distribution of the Registered Notes; | ||
• | that the holder has no arrangement or understanding with any person to participate in the distribution of the Registered Notes; | ||
• | that the holder is not an “affiliate”, as defined in Rule 405 under the Securities Act, of us; and | ||
• | that if the holder is a broker-dealer and it will receive Registered Notes for its own account in exchange for Notes that it acquired as a result of market-making activities or other trading activities, it will deliver a prospectus in connection with any resale of the Registered Notes. |
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• | the exchange offer would violate applicable law or any applicable interpretation of the staff of the SEC; | ||
• | any action or proceeding has been instituted or threatened in any court of New York by any governmental agency that might materially impair our ability to proceed with or complete the exchange offer or any material adverse development has occurred with respect to us; or | ||
• | we have not obtained any governmental approval which we deem necessary for the consummation of the exchange offer. |
• | refuse to accept any Notes and return all tendered Notes to the tendering holders; | ||
• | extend the exchange offer and retain all Notes tendered on or before the expiration date, subject to the holders’ right to withdraw the tender of the Notes; or | ||
• | waive any unsatisfied conditions regarding the exchange offer and accept all properly tendered Notes that have not been withdrawn. If this waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement that will be distributed to the registered holders of the Notes, and we will extend the exchange offer for a period of time that we determine to be appropriate, depending upon the significance of the waiver and the manner of disclosure to the registered holders, if the exchange offer would have otherwise expired. |
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By Registered or Certified Mail: | Regular Mail & Overnight Courier: | In Person by Hand Only: | ||
HSBC Bank USA, National | HSBC Bank USA, National | HSBC Bank USA, National | ||
Association | Association | Association | ||
Corporate Trust & Loan Agency | Corporate Trust & Loan Agency | Corporate Trust & Loan Agency | ||
2 Hanson Place – 14th Floor | 2 Hanson Place – 14th Floor | 2 Hanson Place – 14th Floor | ||
Brooklyn, New York 11217-1409 | Brooklyn, New York 11217-1409 | Brooklyn, New York 11217-1409 | ||
Attn: Client Services | Attn: Client Services | Attn: Client Services | ||
By Facsimile Transmission: | ||||
(718) 488-4488 |
• | to us or a dealer or by, through or in a transaction approved by a dealer; | ||
• | within the United States to a qualified institutional buyer in a transaction complying with Rule 144A under the Securities Act; |
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• | in compliance with Rule 903 or 904 under the Securities Act; | ||
• | pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available); or | ||
• | pursuant to an effective registration statement under the Securities Act. |
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No interest on the notes will be due and payable on an Interest Payment Date in the event that: | |||
(i) | the payment of such interest, together with any other payments or distributions (other than payments in respect of redemptions or repurchases) on or in respect of our Parity Obligations (including the notes) previously made or scheduled to be made during the Distribution Period in which such Interest Payment Date falls, would exceed our Distributable Amounts for such Distribution Period; or | ||
(ii) | even if such payment of interest could be made under clause (i) above, we would be prevented from paying interest on the notes on such Interest Payment Date as a result of (X) a general prohibition by the Central Bank on paying interest or making other payments or distributions on or in respect of our Parity Obligations (including the notes) or (Y) as provided in Communications “A” 4589, “A” 4591 and “A” 4664 of the Central Bank or any successor regulations thereto, (a) we are subject to a liquidation procedure or the mandatory transfer of our assets by the Central Bank in accordance with Sections 34 or 35bisof the Financial Institutions Law or successors thereto; (b) we are receiving financial assistance from the Central Bank (except liquidity assistance under the pesification rules pursuant to Decree No. 739/2003); (c) we are not in compliance with or have failed to comply on a timely basis with our reporting obligations to the Central Bank; or (d) we are not in compliance with minimum capital requirements (both on an individual and consolidated basis) or with minimum cash reserves (on average). |
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(i) | we declare, pay or distribute a dividend or make a payment on, or in respect of, any of our Junior Obligations (as defined above), other than dividends or payments in the form of our other Junior Obligations; | ||
(ii) | any of our Subsidiaries declares, pays or distributes a dividend or makes a payment on, or in respect of, any of its Capital Stock, other than dividends or payments payable to us or, if not a Wholly-Owned Subsidiary, on a pro rata basis to minority Holders of its common shares; | ||
(iii) | we or any of our Subsidiaries redeem, purchase or otherwise acquire for any consideration any of our Junior Obligations, other than by conversion into or in exchange for our other Junior Obligations; | ||
(iv) | any of our Subsidiaries redeems, purchases or otherwise acquires for any consideration any of its Capital Stock not held by us; | ||
(v) | we declare, pay or distribute a dividend or make a payment on, or in respect of, any of our Parity Obligations, other than dividends or payments in the form of our Junior Obligations; or |
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(vi) | we or any of our Subsidiaries redeem, purchase or otherwise acquire for any consideration any of our Parity Obligations, other than by conversion into or in exchange for our Junior Obligations or pursuant to a mandatory redemption. |
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• | adding to our covenants such further covenants, restrictions, conditions or provisions as are for the benefit of the Holders of such Registered Notes; | ||
• | surrendering any right or power conferred upon us; | ||
• | securing the Registered Notes pursuant to the requirements thereof or otherwise; | ||
• | evidencing the succession of another person to us and the assumption by any such successor of our covenants and obligations in the Registered Notes and in the Indenture pursuant to any merger, consolidation or sale of assets; | ||
• | establishing the form or terms of any new series of Registered Notes as permitted under the Indenture; | ||
• | complying with any requirement of the CNV in order to effect and maintain the qualification of the Indenture; | ||
• | complying with any requirements of the SEC in order to qualify the Indenture under the Trust Indenture Act; | ||
• | making any modification which is of a minor or technical nature or correcting or supplementing any ambiguous, inconsistent or defective provision contained in the Indenture or in such notes,providedthat any such modification, correction or supplement will not adversely affect the interests of the Holders of the Registered Notes; and | ||
• | making any other modification, or granting any waiver or authorization of any breach or proposed breach, of any of the terms and conditions of such Registered Notes or any other provisions of the Indenture in any manner which does not adversely affect the interest of the Holders of the Registered Notes of such series in any material respect. |
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consolidated basis) or with minimum cash reserves (on average).
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• | transfers of securities and cash within Euroclear; | ||
• | withdrawal of securities and cash from Euroclear; and | ||
• | receipts of payments with respect to securities in Euroclear. |
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• | borrowing through Euroclear or Clearstream, Luxembourg for one day (until the purchase side of the day trade is reflected in their Euroclear or Clearstream, Luxembourg accounts) in accordance with the clearing system’s customary procedures; | ||
• | borrowing the interests in the DTC Global Note in the United States from a DTC Participant no later than one day prior to settlement, which would give sufficient time for the Registered Notes to be reflected in their Euroclear or Clearstream, Luxembourg account in order to settle the sale side of the trade; or | ||
• | staggering the value date for the buy and sell sides of the trade so that the value date for the purchase from the DTC Participant is at least one day prior to the value date for the sale to the Euroclear Participant or Clearstream, Luxembourg Participant. |
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• | the SEC or any state securities authority requests an amendment or supplement to this prospectus or the related registration statement or additional information; |
• | the SEC or any state securities authority issues any stop order suspending the effectiveness of the registration statement or initiates proceedings for that purpose; |
• | we receive notification of the suspension of the qualification of the Registered Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose; |
• | the suspension is required by law; or |
• | an event occurs which makes any statement in this prospectus untrue in any material respect or which constitutes an omission to state a material fact in this prospectus. |
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Ø | Banco Macro’s Annual Report on Form 20-F for the year ended December 31, 2006, filed with the SEC on July 13, 2007 (SEC File No. 001-32827); | ||
Ø | Banco Macro’s Current Report on Form 6-K filed on July 24, 2007 (SEC Film No. 07994535); | ||
Ø | Banco Macro’s Current Report on Form 6-K filed on May 18, 2007 (SEC Film No. 07865207); | ||
Ø | any future filings on Form 20-F that Banco Macro makes with the SEC under the Exchange Act after the date of this prospectus and prior to the termination of the offering of the offered securities; and | ||
Ø | any future reports on Form 6-K that Banco Macro furnishes to the SEC after the date of this prospectus and prior to the termination of the offering of offered securities that are identified in such reports as being incorporated by reference in this prospectus; and |
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2.1 | Indenture dated as of December 18, 2006 among the Company, HSBC Bank USA, National Association and HSBC Bank Argentina S.A. | |
2.2 | First Supplemental Indenture dated as of December 18, 2006 among the Company, the HSBC Bank USA, National Association and HSBC Bank Argentina S.A. | |
2.3 | Form of 9.75% Fixed/Floating Rate Non-Cumulative Junior Subordinated Bonds due 2036 | |
2.4 | Registration Rights Agreement dated December 18, 2006 among Banco Macro S.A., UBS Securities LLC, Credit Suisse Securities (USA) LLC and Raymond James Argentina Sociedad de Bolsa S.A. | |
3.1* | Bylaws of the Registrant, together with an English translation (incorporated by reference to the Annual Report on Form 20-F for the year ended December 31, 2006, filed with the SEC on July 13, 2007 (SEC File No. 001-32827). | |
5.1 | Opinion of Shearman & Sterling LLP, as to the validity of the Fixed/Floating Rate Non-Cumulative Junior Subordinated Bonds due 2036. | |
5.2 | Opinion of Bruchou, Fernández Madero & Lombardi Abogados, Argentine legal counsel of the Registrant, as to certain matters of Argentine law with respect to the Fixed/Floating Rate Non-Cumulative Junior Subordinated Bonds due 2036. | |
8.1 | Opinion of Shearman & Sterling LLP, as to U.S. tax matters. | |
8.2 | Opinion of Bruchou, Fernández Madero & Lombardi Abogados, as to Argentine tax matters. | |
11.1* | Earnings Per Share Calculation, (See notes 9 and 33.14 to our audited annual consolidated financial statements included on our Annual Report on Form 20-F). | |
12.1 | Computation of Ratio of Earnings to Fixed Charges of the Registrant (see “Ratio of Earnings to Fixed Charges” section included in this Registration Statement). | |
21.1* | List of subsidiaries, (incorporated by reference to the Annual Report on Form 20-F for the year ended December 31, 2006, filed with the SEC on July 13, 2007 (SEC File No. 001-32827). | |
23.1 | Consent of Pistrelli, Henry Martin y Asociados S.R.L. | |
23.2 | Consent of Bruchou, Fernández Madero & Lombardi Abogados, Argentine legal counsel of the Registrant (included in Exhibits 5.2 and 8.2). | |
23.3 | Consent of Price Waterhouse & Co. S.R.L. | |
23.4 | Consent of Counsel of Shearman & Sterling, LLP, U.S. legal counsel of the Registrant (included in Exhibits 5.1 and 8.1). | |
24.1 | Powers of Attorney (included on signature page to the Registration Statement). | |
25.1 | Statement of Eligibility of the Trustee on Form T-1. |
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99.1 | Form of Letter to Clients for the exchange of the new 9.75% Fixed/Floating Rate Non-Cumulative Junior Subordinated Bonds Due 2036 for a like principal amount of unregistered old 9.75% Fixed/Floating Rate Non-Cumulative Junior Subordinated Bonds Due 2036. | |
99.2 | Form of Instruction Letter to Registered Holders or DTC Participant | |
99.3 | Form of Exchange Agent Agreement | |
99.4 | Form of Letter to Participants |
* | Previously filed. |
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BANCO MACRO S.A. | ||||||
By: | /s/ Jorge Horacio Brito | |||||
Name: Jorge Horacio Brito | ||||||
Title: Chief Executive Officer | ||||||
By: | /s/ Delfín Jorge Ezequiel Carballo | |||||
Name: Delfín Jorge Ezequiel Carballo Title: Chief Financial Officer |
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Name | Title | |
/s/ Jorge Horacio Brito | Chairman and Chief Executive Officer | |
/s/ Delfín Jorge Ezequiel Carballo | Vice Chairman and Chief Financial Officer | |
/s/ Juan Pablo Brito Devoto | Director and Chief Accounting Officer | |
/s/ Jorge Pablo Brito | Director | |
/s/ Luis Carlos Cerolini | Director | |
/s/ Roberto Julio Eilbaum | Director | |
/s/ Carlos Enrique Videla | Director | |
Director | ||
Guillermo Eduardo Stanley | ||
/s/ Donald J. Puglisi | Authorized Representative in the United States | |
Donald J. Puglisi | ||
Puglisi & Associates | ||
Authorized Signatory |