Cleary Gottlieb Steen & Hamilton LLP; Bruchou, Fernández Madero & Lombardi; Milbank LLP; and Tanoira Cassagne Abogados acted as advisors in YPF’s International Exchange Offer and Consent Solicitation the largest corporate liability management exercise in the history of Argentina.

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Cleary Gottlieb Steen & Hamilton LLP; Bruchou, Fernández Madero & Lombardi; Milbank LLP; and Tanoira Cassagne Abogados acted as advisors in YPF’s International Exchange Offer and Consent Solicitation the largest corporate liability management exercise in the history of Argentina.

YPF PR Mega Deal

Cleary Gottlieb Steen & Hamilton LLP; Bruchou, Fernández Madero & Lombardi; Milbank LLP; and Tanoira Cassagne Abogados acted as advisors in YPF’s International Exchange Offer and Consent Solicitation the largest corporate liability management exercise in the history of Argentina.

YPF S.A. (“YPF”), an Argentine company with leading market positions across the domestic upstream, downstream and gas and power segments, successfully concluded a liability management transaction which consisted in the issuance of its US$775,782,279 4.000%/9.000% Step Up Senior Secured and Export-Backed Notes due 2026 Series XVI (the “Series XVI Notes”), US$747,833,257 2.500%/9.000% Step Up Senior Notes due 2029 Series XVII (the “Series XVII Notes”) and US$575,649,021 1.500%/7.000% Step Up Senior Notes due 2033 Series XVIII (the “Series XVIII Notes”, and collectively with the Series XVI Notes and the Series XVII Notes, the “New Notes”). The transaction was launched on January 7, 2021, the early settlement for the 2021 Old Notes Series XLVII and the settlement for all other series of Old Notes (as defined below) took place on February 12, 2021 and the late settlement for the 2021 Old Notes Series XLVII took place on March 1, 2021.

The Series XVI Notes will benefit from the following collateral: (i) assignment of export receivables of certain exportable products and (ii) the pledge over 50% of the shares of YPF Energía Eléctrica S.A., subsidiary of YPF and one of the most important players in the energy sector in Argentina.

The New Notes were issued in an international exchange offer in exchange for YPF’s outstanding 2021 Old Notes Series XLVII, 2024 Old Notes Series XXVIII, March 2025 Old Notes Series XIII, July 2025 Old Notes Series XXXIX, 2027 Old Notes Series LII, 2029 Old Notes Series I, 2047 Old Notes Series LIV (the “Old Notes”). The transaction also involved a consent solicitation to ratify certain proposed amendments to the terms and conditions of the Old Notes. The outstanding amount subject to exchange was approximately US$6.2 billion in 7 series of Notes, which makes this liability management transaction the biggest corporate exchange offer and consent solicitation transaction in the history of Argentina.

The purpose of the exchange offers was to extend the average life of the debt obligations associated with the Old Notes, provide the company with relief with respect to cash payments under its outstanding foreign currency denominated financial debt through 2022 and, in the case of the exchange offer applicable to the 2021 Old Notes Series XLVII, to comply with Communication “A” 7106 of the Central Bank.

Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc. and Santander Investment Securities Inc. acted as dealer managers, Banco Itaú Argentina S.A., Itaú Valores S.A., Banco Santander Río S.A. and HSBC Bank Argentina S.A. acted as local placement agents, Citibank NA, acted as offshore collateral agent, La Sucursal de Citibank NA, establecida en la República Argentina, acted as onshore collateral agent, y TMF Trust Company (Argentina) S.A., acted as consent agent in Argentina.

The Bank of New York Mellon acted as indenture trustee.

Legal advice to YPF:

Cleary Gottlieb Steen & Hamilton LLP: Partners Andrés de la Cruz, Lisa M. Schweitzer and Jason Factor, counsel Sandra Rocks, senior attorneys Carina S. Wallance and David S. Fisher, associates Lorenz Haselberger, Ignacio Lagos, Alexander Cadmus, Claudia Diaz-Alemany, Yonatan Hassin and Michael Sims, law clerks Carla Martini and Eric Finkelberg and international lawyer Ignacio Heidenreich.

Bruchou, Fernández Madero & Lombardi: Partners Hugo N. L. Bruzone, José María Bazán and Javier Rodriguez Galli and associates Leandro Exequiel Belusci, Sofía Gallo y Lucila Dorado.

YPF S.A.: Germán Fernández Lahore, Fernando Gómez Zanou, Francisco Gaspari, Marina Quinteiro, Paola Garbi, Valeria Moglia, Agustina Gonzalez, Damian Teglia and Martina Muñua.

Legal advice to the dealer managers, and to the local placement agents:

Milbank LLP: Partner Carlos T. Albarracín and associates Pablo Richards, Gonzalo Guitart, David Cochran, Jesus Narvaez and Marcela Barba. Partner Andrew Walker and associate David Hanno provided tax advice on the transaction.

Tanoira Cassagne Abogados: Partners Alexia Rosenthal and Jaime Uranga and associates Rocío Carrica, Ignacio Criado Díaz, Carolina Demarco and María Belén Lopez Dominguez.

Banco Itaú Argentina S.A. and Itaú Valores S.A.: Leonardo Andrés Micucci.

HSBC Bank Argentina S.A.: Julieta Arribas Medrano, Martina Galarraga and Marina Alvarez.

Banco Santander Río S.A.: Eduardo Ramos and Ignacio García Deibe.

Legal advice to the Trustee:

Jones Walker LLP: Wish Ziegler and Scott Zander.

Inhouse counsel to TMF Trust Company (Argentina) S.A.: Luciana Calia, Luis Vernet and Leonardo Pirolo.

Inhouse counsel to La Sucursal de Citibank, N.A. establecida en la República Argentina: Carlos Vassallo and Cecilia Diaz Llamosas.