Filing Details

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Item 1.

Security and Issuer

This Amendment No. 5 (the Fifth Amendment) amends the Schedule 13D filed with the Securities and Exchange Commission (the SEC) 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).  Capitalized terms used but not otherwise defined in this Fifth Amendment have the meanings ascribed to such terms in the Schedule 13D.

Item 4.

Purpose of Transaction

Item 4 is amended by adding the following:

On March 17, 2017, W de Argentina Inversiones S.A. (WAI), the vehicle of the Werthein Group that owns their interests in Sofora, offered, and FTL and Sofora accepted an offer to amortize all of the shares of capital stock issued by Sofora and owned by WAI, pursuant to a Share Amortization Agreement (the Share Amortization Agreement) attached hereto as Exhibit 25.  In order to simplify the shareholding structure of the Issuer in line with international standards and market practices, FTL and WAI also agreed in such agreement to cause the relevant boards of Sofora, Nortel and the Issuer to evaluate and consider a corporate reorganization that may involve the distribution of the assets held by Sofora and Nortel to the shareholders thereof (subject to the approval of certain changes to the constitutive documents of those entities) and the absorption of such entities by the Issuer (the Corporate Reorganization), and consummate it as soon as practicable. The terms of the Corporate Reorganization have not been finalized, and any transaction or transactions related to the Corporate Reorganization will be subject to market conditions, shareholder and other corporate approvals and regulatory approvals.

As a result of the amortization, Sofora will pay WAI an amount equal to the par value of their shares of capital stock issued by Sofora and will issue to WAI a certificate (bono de goce) entitling the WAI to a dividend preference of up to $470 million less the amounts paid to amortize the shares owned by WAI, plus certain incremental amounts to be agreed among the parties.  The shares owned by WAI will be amortized in two stages, subject to the conditions precedent stated in the Share Amortization Agreement: shares representing 17% of the capital stock of Sofora will be amortized on May 3, 2017 and shares representing 15% of the capital stock of Sofora will be amortized on or after May 3, 2017 subject to certain regulatory approvals.  Upon the completion of the amortization, Fintech will own 100% of the capital stock of Sofora.  In connection with the amortization, WAI, Sofora and FTL have entered into a series of mutual releases (and FTL has agreed to cause the TEO Companies to abide by those releases) and a support agreement containing commitments of the WAI and other persons and entities affiliated with the Werthein Group not to compete with the TEO Companies or to challenge certain actions taken by FTL in connection with the TEO Companies.

In addition, on March 17, 2017, FTL and WAI executed an amendment to the Shareholders Agreement (the Fourth Amendment) attached hereto as Exhibit 26, whereby the relevant parties agreed to terminate the Shareholders Agreement effective upon the amortization of WAIs interest in 17% of the capital stock of Sofora, to eliminate certain veto rights related to the Corporate Reorganization, and to provide for certain put and call options with respect to WAIs ownership stake in Sofora.

On March 17, 2017 the Issuer announced that it had received approval from its board of directors to file a shelf registration statement on form F-3 (the Shelf Registration Statement) which, once declared effective by the U.S. Securities and Exchange Commission (the Commission), would permit the FTL to sell Class B Shares, including Class B Shares represented by ADRs, from time to time upon the filing of a prospectus supplement thereunder.   The filing of the Shelf Registration Statement has not yet occurred, but is expected to contemplate the registration of sales of all of the Class B Shares owned directly or indirectly by FTL.  If the Shelf Registration Statement is not filed or declared effective, FTL may choose to sell, or cause its subsidiaries to sell, Class B Shares under other exemptions from registration under the Securities Act of 1933, including without limitation Rule 144 and Regulation S thereunder.   FTL may, and may cause its subsidiaries to, sell Class B Shares from time to time subject to market conditions, business needs and any required regulatory approvals.   The statements in this paragraph are not and should not be construed to be an offer to sell securities.

Item 7.

Material to be Filed as Exhibits

Exhibit
Number

Description

25

Share Amortization Offer and Agreement, dated as of March 17, 2017, among FTL, Sofora and W de Argentina Inversiones S.A.

26

Amended Fourth Amendment to the Shareholders Agreement, dated as of March 17, 2017, among FTL, W de Argentina Inversiones S.A., Los W S.A., Daniel Werthein, Adrián Werthein, Gerardo Werthein and Darío Werthein.

DAVID MARTÍNEZ

By:

/s/ David Martínez

FINTECH ADVISORY, 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

SOFORA TELECOMUNICACIONES S.A.

By:

/s/ Saturnino Funes

Name:

Saturnino Funes

Title:

President

NORTEL INVERSORA, S.A.

By:

/s/ Baruki González

Name:

Baruki González

Title:

President