Filing Details

 

	SECURITIES AND EXCHANGE COMMISSION
	Washington, DC 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

 

(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                                           David Martínez exercises his rights over the Class B Shares (as defined in Item 1 below) set forth in this line item indirectly through Fintech Advisory Inc. and Fintech Telecom, LLC.

2                                           David Martínez, together with Fintech Advisory Inc. and Fintech Telecom, LLC, exercises his rights over the Class B Shares (as defined in Item 1 below) set forth in this line item indirectly through Sofora Telecomunicaciones S.A. and other subsidiaries.

 

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3                                           Fintech Advisory Inc. exercises its rights over the Class B Shares (as defined in Item 1 below) set forth in this line item indirectly through Fintech Telecom, LLC.

4                                           Fintech Advisory Inc., together with David Martínez and Fintech Telecom, LLC, exercises its rights over the Class B Shares (as defined in Item 1 below) set forth in this line item indirectly through Sofora Telecomunicaciones S.A. and other subsidiaries.

 

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5                                           Fintech Telecom LLC, together with David Martínez and Fintech Advisory Inc., exercises its rights over the Class B Shares (as defined in Item 1 below) set forth in this line item indirectly through Sofora Telecomunicaciones S.A. and other subsidiaries.

 

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6                                           Sofora Telecomunicaciones S.A. exercises its rights over the Shares (as defined in Item 1. below) through its participation in Nortel Inversora S.A.

 

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Item 1.  Security and Issuer

 

This Amendment No. 7 (the Seventh 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 Seventh Amendment have the meanings ascribed to such terms in the Schedule 13D.

 

Item 4.  Purpose of Transaction

 

Item 4 is amended by removing and replacing the language added in the Fifth Amendment with 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 2, 2017 and shares representing 15% of the capital stock of Sofora will be amortized on or after May 2, 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.

 

On March 31, 2017, WAI offered, and FTL and Sofora accepted an offer to amend the Share Amortization Agreement (Amendment No. 1, and as amended from time to time, the Amended Share Amortization Agreement) to amend and replace the form Block A Certificate and Block B Certificate (as defined therein) included as Exhibit A to the Share Amortization Agreement. Amendment No. 1 to the Share Amortization Agreement is attached hereto as Exhibit 27.

 

On May 2, 2017, WAI offered, and FTL and Sofora accepted, an offer to amend the Share Amortization Agreement (Amendment No. 2) pursuant to which the parties agreed to extend the date for the amortization of WAIs shares representing 17% of the capital stock of Sofora from May 2, 2017 to May 10, 2017.  Amendment No. 2 to the Share Amortization Agreement is attached hereto as Exhibit 28.

 

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Item 7. Material to be Filed as Exhibits

 

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

 

Exhibit Number		Description
27		First Amendment to the Share Amortization Agreement Offer and Agreement, dated as of March 31, 2017, among FTL, Sofora and W de Argentina Inversiones S.A.
28		Second Amendment to the Share Amortization Agreement Offer and Agreement, dated as of May 3, 2017, among FTL, Sofora and W de Argentina Inversiones S.A.

 

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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:  May 3, 2017

 

	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

 

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