Filing Details

 

	SECURITIES AND EXCHANGE COMMISSION
	Washington, DC 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 18)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1 Amount consists of 198,085,167 Class B Shares and 448,679,250 Class A Shares of the Issuer.

2 In the form of 235,177,350 Class A Trust Shares contributed by FTL and 235,177,350 Class D Trust Shares contributed by CVH to the Voting Trust.  David Martínez exercises his rights over the Class A Shares set forth in this line item indirectly through Fintech Holdings Inc. and Fintech Telecom, LLC.

3 Percentage calculated over 683,856,600 Class A Shares, 627,953,887 Class B Shares and 841,666,658 Class D Shares of the Issuer. In aggregate, Fintech Telecom, LLC has sole voting power over 646,764,417 ordinary shares, representing approximately 30.03% of the total outstanding share capital and of the voting power of the Issuer. Additionally, Fintech Telecom, LLC is party to a Voting Trust through which it jointly owns with CVH shared voting power over 470,354,700 Trust Shares, representing approximately 21.84% of the total outstanding share capital and of the voting power of the Issuer, of which 50% were contributed by Fintech Telecom, LLC and 50% were contributed by CVH.

 

 

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4 Amount consists of 198,085,167 Class B Shares and 448,679,250 Class A Shares of the Issuer.

5 In the form of 235,177,350 Class A Trust Shares contributed by FTL and 235,177,350 Class D Trust Shares contributed by CVH to the Voting Trust. Fintech Advisory Inc. exercises its rights over the Class A Shares set forth in this line item indirectly through Fintech Holdings Inc. and Fintech Telecom, LLC.

6 Percentage calculated over 683,856,600 Class A Shares, 627,953,887 Class B Shares and 841,666,658 Class D Shares of the Issuer. In aggregate, Fintech Telecom, LLC has sole voting power over 646,764,417 ordinary shares, representing approximately 30.03% of the total outstanding share capital and of the voting power of the Issuer. Additionally, Fintech Telecom, LLC is party to a Voting Trust through which it jointly owns with CVH shared voting power over 470,354,700 Trust Shares, representing approximately 21.84% of the total outstanding share capital and of the voting power of the Issuer, of which 50% were contributed by Fintech Telecom, LLC and 50% were contributed by CVH.

 

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7 Amount consists of 198,085,167 Class B Shares and 448,679,250 Class A Shares of the Issuer.

8 In the form of 235,177,350 Class A Trust Shares contributed by FTL and 235,177,350 Class D Trust Shares contributed by CVH to the Voting Trust. Fintech Holdings Inc. exercises its rights over the Class A Shares set forth in this line item indirectly through Fintech Telecom, LLC.

9 Percentage calculated over 683,856,600 Class A Shares, 627,953,887 Class B Shares and 841,666,658 Class D Shares of the Issuer. In aggregate, Fintech Telecom, LLC has sole voting power over 646,764,417 ordinary shares, representing approximately 30.03% of the total outstanding share capital and of the voting power of the Issuer. Additionally, Fintech Telecom, LLC is party to a Voting Trust through which it jointly owns with CVH shared voting power over 470,354,700 Trust Shares, representing approximately 21.84% of the total outstanding share capital and of the voting power of the Issuer, of which 50% were contributed by Fintech Telecom, LLC and 50% were contributed by CVH.

 

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10 Amount consists of 198,085,167 Class B Shares and 448,679,250 Class A Shares of the Issuer.

11 In the form of 235,177,350 Class A Trust Shares contributed by FTL and 235,177,350 Class D Trust Shares contributed by CVH to the Voting Trust.

12 Percentage calculated over 683,856,600 Class A Shares, 627,953,887 Class B Shares and  Class D Shares of the Issuer. In aggregate, Fintech Telecom, LLC has sole voting power over 646,764,417 ordinary shares, representing approximately % of the total outstanding share capital and of the voting power of the Issuer. Additionally, Fintech Telecom, LLC is party to a Voting Trust through which it jointly owns with CVH shared voting power over 470,354,700 Trust Shares, representing approximately 21.84% of the total outstanding share capital and of the voting power of the Issuer, of which 50% were contributed by Fintech Telecom, LLC and 50% were contributed by CVH.

 

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Item 1.         Security and Issuer

 

This Amendment No. 18 (the Eighteenth Amendment) amends the Schedule 13D filed with the Securities and Exchange Commission on March 18, 2016, as subsequently amended (the Schedule 13D) by the Reporting Persons, with respect to the Class B shares, Ps. 1.00 par value per share (the Class B Shares), of Telecom Argentina S.A. (the Issuer), a portion of which is represented by American Depositary Shares (Class B ADSs) which are traded on the New York Stock Exchange.  Capitalized terms used but not otherwise defined in this Eighteenth Amendment have the meanings ascribed to such terms in the Schedule 13D.

 

Item 2.         Identity and Background

 

Item 2 is amended by adding the following:

 

The principal business address of Fintech Holdings Inc., a Delaware corporation (FH), is 375 Park Avenue, 38th Floor, New York, NY 10152.  The name, citizenship, present principal occupation or employment of each director of FH is set forth in Schedule A hereto.  FH has not appointed executive officers.

 

Item 4.         Purpose of Transaction

 

Item 4 is amended by adding the following:

 

Intentions Relating to Long-Term Holdings

 

As of March 31, 2018, prior to the commencement of macroeconomic turbulence in the Argentine currency and capital markets, Fintech Telecom, LLC and its affiliates (Fintech) owned Class A Shares which represented approximately 31.53% of the total outstanding capital stock of Telecom Argentina S.A. (Telecom Argentina) and additionally owned Class B Shares and underlying ADRs which represent approximately 8.62% of the total capital stock of Telecom Argentina (the Class B Shares and ADRs collectively, the Shares). Cablevisión Holdings S.A. (CVH) owned approximately 38.81% of the total capital stock of Telecom Argentina in Class A Shares and the Argentine government-managed Fondo de Garantía y Sustentabilidad (ANSES) owned approximately 11.34% of the total capital stock of Telecom Argentina in Class B Shares.

 

It is the objective of Fintech to preserve the long term liquidity of the Shares and that the levels of trading in the market not be substantially reduced in detriment of such liquidity.  Fintech is opposed to a squeeze-out of minority shareholders or a delisting of the Shares.  CVH did not make any comment regarding its intentions.   According to a public announcement previously filed on form Schedule TO-C, CVH has announced its intention to commence a mandatory tender offer in respect of the Shares.

 

Pursuant to this objective, it is the intention of Fintech to maintain its long term holdings at the levels describe above.  Notwithstanding, there have been in the past, and may be in the future, times in which, in Fintech´s view, market prices substantially undervalue the Shares as compared to what Fintech may believe to be the fundamental long-term valuation of Telecom Argentina.  In particular, this may occur during periods in which macroeconomic and other factors result in market volatility that is unrelated to the business and prospects of Telecom Argentina.  In fact, during the recent macroeconomic adversities experienced in Argentina since March 31, 2018, Fintech acquired an aggregate of 3,842,865 additional Telecom Argentina ADRs which represent approximately 0.89% of the total capital stock of Telecom Argentina as of the date of this press release and, together with its long term holdings described above, amount to 40.66% of the total capital stock of Telecom Argentina.

 

Accordingly, and consistent with the above mentioned strategy, during these periods Fintech may temporarily increase its holdings by purchasing Shares, including through open-market transactions in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, with the timing and number of shares purchased on any given day and in the aggregate depending on a variety of factors in addition to the price of the Shares, such as liquidity, corporate and regulatory requirements, alternative investment opportunities and other market and economic conditions, as it has done recently since March 31, 2018. Pursuant to this strategy Fintech may sell Shares at a time that their  prices more fairly reflect the long term valuation of Telecom Argentina privately or into the market at any time it deems appropriate and in its sole discretion, with the objective of returning to its long-term target holdings described above.  Such sales shall be made either pursuant to a valid exemption from registration under the Securities Act of 1933, as amended or under a registration statement which may be filed by Telecom Argentina.

 

The strategy and intentions disclosed herein are simply a confirmation of the intentions of Fintech as of the date hereof and do not create or constitute a promise, right in expectation or obligation of any kind against any current or future holder of Shares of Telecom Argentina.

 

The foregoing does not constitute an offer to buy or a solicitation of an offer to sell any securities of Telecom Argentina.

 

Reorganization

 

Prior to April 16, 2019, FTL was a wholly-owned subsidiary of FAI.  On April 16, 2019, FAI entered into a corporate reorganization and Split-Off Agreement among FAI, Mr. David Martinez, and Fintech Advisory Escindida Inc. that transferred 100% of the equity interest in FTL from FAI to Fintech Advisory Escindida Inc., a corporation organized under the laws of Delaware.  On April 16, 2019, Fintech Advisory Escindida Inc. changed its corporate name from Fintech Advisory Escindida Inc. to FH.  David Martinez is the sole shareholder of FH.  As a result of the corporate reorganization, FTL is now a wholly-owned subsidiary of FH.

 

Voting Trust

 

On April 15, 2019, CVH, VLG S.A.U. (formerly VLG Argentina LLC) (VLG, and together with CVH, the CVH Parties), FTL, FAI (FAI, together with FTL, the Fintech Parties), Mr. Héctor Horacio Magnetto (the CVH Co-Trustee), Mr. David Martínez (the FT Co-Trustee, and together with the CVH Co-Trustee, the Trustees), Mr. José Antonio Aranda and Mr. Lucio Rafael Pagliario entered into a voting trust agreement (the Voting Trust Agreement) in furtherance of the TEO Shareholders Agreement.

 

Pursuant to the Voting Trust Agreement, FTL contributed to a voting trust (the Voting Trust) the bare title (nuda propiedad) to 235,177,350 Class A Shares of the Issuer (the Class A Trust Shares) and the CVH Parties contributed to the Voting Trust 235,177,350 Class D Shares of the Issuer (the Class D Trust Shares, and together with the Class A Trust Shares, the Trust Shares), including, for the avoidance of doubt, the voting rights of such Class A Trust Shares and Class D Trust Shares.  FTL and the CVH Parties retained all economic rights with respect to their respective Class A Trust Shares and Class D Trust Shares contributed by each of them (each, a Usufructo). The Trust Shares may not be converted into Class B Shares without the consent of both Trustees.

 

Except in respect of any vote relating to a Veto Matter (as such term is defined in the TEO Shareholders Agreement), the CVH Co-Trustee must vote all Trust Shares on all matters presented for vote generally to the Issuers stockholders, including for the avoidance of doubt, the election of the members of the Board of Directors of the Issuer or other corporate bodies of the Issuer (a Stockholder Vote) in the same manner that CVH votes its shares in the Issuer or as instructed by CVH.  If any Veto Matter is the subject of a Stockholder Vote, then the FT Co-Trustee shall be entitled to vote all the Trust Shares only in the same manner that FTL votes or consents with respect to its shares in the Issuer or as instructed by FTL. The appointment of the members of the Board of Directors of the Issuer does not constitute a Veto Matter.

 

Notwithstanding the foregoing, and exclusively in respect of the mechanism for attending and voting at the shareholders meeting convened for April 24th, 2019, the CVH Co-Trustee has been authorized to subscribe and confirm attendance with respect to the aforementioned meeting and to vote all matters included in the Agenda for such meeting (Orden del Día) including item number 14 of such Agenda.

 

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The Voting Trust Agreement provides that if at any time the CVH Parties acquire, whether directly or indirectly, shares of the Issuer which result in the aggregate shares of the Issuer owned by the CVH Parties (including any Class D Trust Shares) to exceed 841,666,658 shares, a number of Class A Trust Shares (and/or Class B Shares if FTL has exercised any conversion rights) equivalent to such excess shares shall be released from the Voting Trust and delivered to FTL, and the same number of Class D Trust Shares (and/or Class B Shares if any of the CVH Parties has exercised any conversion rights) shall be released from the Voting Trust and delivered to the CVH Parties, as applicable.

 

The Voting Trust Agreement will terminate upon the earlier to occur of (a) June 30, 2030; (b) upon the occurrence of an anticipated termination event; or (c) by unilateral instruction of CVH delivered in writing to the Trustees.

 

Item 5.         Interest in Securities of the Issuer

 

Item 5 is amended and restated in its entirety as follows:

 

(a) As of the date of this filing, the Reporting Persons have the following direct beneficial ownership interests in the Class B Shares.

 

		Directly Owned(1)				Indirectly Owned(1)				Directly and Indirectly Owned(1)
		Number		% of Class		Number		% of Class		Number		% of Class
David Martínez(2)(6)		0		0	%	881,941,767		67.23	%	881,941,767		67.23	%
FAI(3)(6)		0		0	%	881,941,767		67.23	%	881,941,767		67.23	%
FH(4)(6)		0		0	%	881,941,767		67.23	%	881,941,767		67.23	%
FTL(5)(6)		881,941,767		67.23	%	0		0	%	881,941,767		67.23	%

 

(1) All share totals and percentages are based on 627,953,887 outstanding Class B Shares (excluding treasury shares) of the Issuer and reflect 683,856,600 Class A shares, par value Ps. 1.00, of the Issuer (the Class A Shares) held by the Reporting Persons that may be converted into Class B Shares.

 

(2) David Martínez is the sole shareholder of FH.  FTL is a wholly-owned subsidiary of FH.  Consequently, David Martínez may be deemed to indirectly beneficially own all Class B Shares beneficially owned, directly and indirectly, by FTL.

 

(3) FAI is the investment advisor of FH.  FTL is a wholly-owned subsidiary of FH.  Consequently, FAI may be deemed to indirectly beneficially own all Class B Shares beneficially owned, directly and indirectly, by FTL.

 

(4) FTL is a wholly-owned subsidiary of FH.  Consequently, FH may be deemed to indirectly beneficially own all Class B Shares beneficially owned, directly and indirectly, by FTL.

 

(5) FTL owns 448,679,250 Class A ordinary shares of the Issuer and is the beneficiary of an economic interest in 235,177,350 Class A Trust Shares through Usufructo (in the aggregate, representing 100% of this class and 31.75% of the Issuers total outstanding share capital). FTL also owns 198,085,167 Class B Shares of the Issuer in the form of Class B ADSs (representing approximately 31.54% of this class and 9.20% of the Issuers total outstanding share capital).

 

(6) Each of the Reporting Persons has shared voting power and disposition control over 235,177,350 Class D Trust Shares through the Voting Trust, but are not entitled to any economic benefit from such Class D Trust Shares.

 

(b) FTL has the sole power to vote, dispose and direct the disposition of the Class B Shares directly beneficially owned by it (the FTL-Owned Class B Shares).  FH exercises its rights over the FTL-Owned Class B Shares indirectly through FTL, and David Martínez exercises his rights over the FTL-Owned Class B Shares indirectly through FH and FTL.

 

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(c) Except as set forth in this statement, no transactions in Class B Shares were effected by the Reporting Persons during the 60 day period ended April 16, 2019.

 

		Date		Amount of Securities		Price per Share		Where and How Effected
FTL		15-Feb-19		199,905		3.20		Open Market
FTL		19-Feb-19		230,000		3.11		Open Market
FTL		20-Feb-19		1,750,000		3.03		Open Market
FTL		25-Feb-19		1,517,000		3.02		Open Market
FTL		26-Feb-19		69,160		3.06		Open Market
FTL		27-Feb-19		105,080		3.00		Open Market
FTL		28-Feb-19		231,555		2.98		Open Market
FTL		1-Mar-19		130,285		3.02		Open Market
FTL		4-Mar-19		75,710		3.02		Open Market
FTL		5-Mar-19		186,730		3.06		Open Market
FTL		6-Mar-19		293,555		2.97		Open Market
FTL		7-Mar-19		155,870		2.97		Open Market
FTL		8-Mar-19		138,105		2.98		Open Market
FTL		11-Mar-19		295,000		3.05		Open Market
FTL		12-Mar-19		221,125		3.05		Open Market
FTL		13-Mar-19		290,245		3.03		Open Market
FTL		14-Mar-19		81,350		3.02		Open Market
FTL		15-Mar-19		295,000		3.09		Open Market
FTL		18-Mar-19		203,950		3.10		Open Market
FTL		19-Mar-19		121,545		3.11		Open Market
FTL		20-Mar-19		106,415		3.11		Open Market
FTL		21-Mar-19		44,030		3.08		Open Market
FTL		22-Mar-19		102,765		3.00		Open Market
FTL		25-Mar-19		223,300		3.04		Open Market
FTL		26-Mar-19		268,150		3.00		Open Market
FTL		27-Mar-19		872,000		2.90		Open Market
FTL		4-Apr-19		767,150		2.80		Open Market

 

(d) Pursuant to the Master Financing Agreement, FIL provided financing to FTL in connection with the transactions described herein.  This financing interest is limited to the economic interest in the equity of FTL (and, indirectly, in the Issuer), and does not provide FIL with voting or disposition control in respect of FTL (or, indirectly, the Issuer).

 

(e) Inapplicable.

 

Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

 

Other than as described in Item 4 above, which is incorporated herein by reference, and in the agreements attached as exhibits hereto, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or option.

 

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Item 7.   Material to Be Filed as Exhibits

 

Item 7 of the Schedule 13D is hereby amended to add the following exhibits:

 

Exhibit Number		Description
35		Split-Off Agreement, dated as of April 16, 2019, by and among Fintech Advisory, Inc., Fintech Advisory Escindida Inc. and Mr. David Martinez.
36		Voting Trust Agreement, dated as of April 15, 2019, by and among Cablevisión Holding S.A., VLG Argentina, LLC, Fintech Telecom LLC, Fintech Advisory, Inc., Mr. Héctor Horacio Magnetto, Mr. José Antonio Aranda, Mr. Lucio Rafael Pagliaro and Mr. David Martínez.

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: April 16, 2019

 

	DAVID MARTÍNEZ
	By:	/s/ David Martínez
	FINTECH ADVISORY INC.
	By:	/s/ David Martínez
		Name:	David Martínez
		Title:	Authorized Person
	FINTECH HOLDINGS INC.
	By:	/s/ David Martínez
		Name:	David Martínez
		Title:	Authorized Person
	FINTECH TELECOM, LLC
	By:	/s/ Julio Rafael Rodriguez, Jr.
		Name:	Julio Rafael Rodriguez, Jr.
		Title:	Authorized Person

 

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Schedule A

 

Board of Directors of Fintech Holdings Inc.

 

The following sets forth the name, citizenship and present principal occupation or employment of each director FH. FH has not appointed executive officers. To the best of the Reporting Persons knowledge, except as set forth on Schedule 13D, none of the directors or executive officers of FH own any Class B Shares or any shares convertible into Class B Shares.

 

Name		Title		Citizenship		Present Principal Occupation or Employment
David Manuel Martinez		President of the Board of Directors of FH		United Kingdom		President of the Board of Directors of FH
Ricardo Guajardo Touche		Director		Mexican		Banker
Javier Fernandez Carbajal		Director		Mexican		Investment Manager Advisor

 

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