UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of August, 2017
Commission File Number: 001-14270
NORTEL INVERSORA S.A.
(Translation of registrant’s name into
English)
Alicia Moreau de Justo 50
Piso 13
C1107AAB-Buenos Aires
Argentina
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒Form
40-F
☐
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐
No
☒
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐
No
☒
NORTEL
INVERSORA S.A.
TABLE OF CONTENTS
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Item
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1.
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Nortel Inversora S.A. Announces Consolidated First Half Results For Fiscal Year 2017
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Nortel
Inversora
S.A. Announces Consolidated First Half
Results For
Fiscal
Year
2017
BUENOS AIRES,
Argentina,
Aug. 9,
2017
/PRNewswire/
--
Nortel
Inversora
S.A. (“Nortel”
or
the
“
Company”)
(NYSE: NTL)
announces
consolidated
income
of
AR$
3,625
million for the six- month
period ending
June 30 of
fiscal
year
2017,
of
which AR$
1,997
million
correspond
to Nortel
as
parent
company
of
Telecom
Argentina
S.A.
(“Telecom”).
The
sole
material
activity
of
Nortel is
holding 54.74%
of
the
capital stock
of
Telecom,
representing
a
holding
of
55.60%
of
the voting
and
economic
rights of
Telecom
as
a
result
of
Telecom's holding
of
15,221,373
shares
of treasury
stock.
The
holding
of
such
shares
of treasury
stock
has
been
extended
for
up
to
three
additional
years
pursuant
to the
resolution of
the
Ordinary
and Extraordinary
Stockholders Meeting of
Telecom
held on April
29,
2016.
(Financial
Tables
below)
Six
Month
Period
of
Fiscal
Year
ending
December 31, 2017
(in millions
of Argentine
Pesos)
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Consolidated
Income Statement
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June
2017
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June
2016
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Total
sales and other income
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30,583
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25,426
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Operating
costs
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(24,748)
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(21,721)
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Operating
income
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5,835
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3,705
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Financial
results, net
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(255)
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(1,035)
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Net
income before income tax expenses
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5,580
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2,670
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Income
tax
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(1,955)
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(942)
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Net
income
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3,625
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1,728
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Other
comprehensive income, net of taxes
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97
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240
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Total
comprehensive income for the period
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3,722
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1,968
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Consolidated
Balance Sheet
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June
2017
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December
2016
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Current
assets
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15,330
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15,620
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Non-current
assets
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36,883
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32,354
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Total
assets
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52,213
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47,974
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Current
liabilities
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17,921
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16,524
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Non-current
liabilities
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10,619
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11,527
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Total
liabilities
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28,540
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28,051
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Equity
attributable to Nortel
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12,823
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10,797
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Equity
attributable to non-controlling shareholders
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10,850
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9,126
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Total
equity
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23,673
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19,923
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Total
liabilities and equity
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52,213
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47,974
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Ratios
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Liquidity
(a)
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0.86
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0.95
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Indebtedness
(b)
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1.21
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1.41
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(a)
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Current
assets to current
liabilities
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(b)
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Total
liabilities
to shareholders' equity
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Relevant
Matters
Amortization
of
Sofora
Telecomunicaciones’ Shares
The
Ordinary
and
Extraordinary
General
Shareholders´
Meeting of Sofora
Telecomunicaciones
S.A.
(“Sofora”) held on
March
28,
2017
resolved
to fully amortize
with
net
realized
gains
the
140,704,640
ordinary
and
fully
integrated
shares
issued
by Sofora that
were
owned by
W
Argentina
de Inversiones
S.A. (“WAI”).
The
terms
of
such amortization
provided
that
it was to
be
made
in
two
tranches of shares.
On
May
23,
2017,
the First
Tranche
of
Ordinary
Shares
owned
by
WAI
(74,749,340
shares), that
was
representative of
17%
of
the capital stock
of Sofora,
was
amortized.
Therefore,
on that
same
day,
the
Members
of
the
Board
of
Directors
and
the
Members
of
the
Supervisory
Committee
of
Telecom,
Telecom
Personal
S.A.
(“Telecom
Personal”),
Nortel
and
Sofora
that
were
designated at
the
request
of
WAI submitted their
irrevocable resignations.
Finally, on June
22,
2017
–with
prior
authorization from
the Ente
Nacional
de Comunicaciones
(ENACOM)- the
Second
Tranche
of
the
Ordinary
Shares
owned by
WAI
(65,955,300
shares),
that
was
representative of
15%
of
the capital stock
of Sofora
prior
to the amortization
of
the First
Tranche,
was
amortized,
wherewith WAI is
no
longer
a
shareholder
of
Sofora.
As a result, the
Shareholders´ Agreement
that
linked the
partners
of Sofora
with
respect
to Nortel,
Telecom
and
Telecom
Personal has
been
entirely
left without effect.
General
Ordinary
and Extraordinary Shareholders’
Meeting
of
Nortel
The
General Ordinary
and
Extraordinary Shareholders’
Meeting celebrated on May
22,
2017,
provided
the
approval
for the
proposal
for the
corporate reorganization
by
which,
Sofora,
Nortel
and
Telecom
Personal
as
absorbed
companies
will
merge
into
Telecom
as
surviving
company
(hereinafter, “
The
Merger”),
in
accordance
with the
provisions of
section
82
and subsequent
sections
of
the
General
Corporations
Law
(Ley General
de Sociedades),
section
77
and subsequent
sections
of
the Income Tax
Law,
and
the Rules
of
Comisión
Nacional de
Valores
(“CNV”).
In
addition,
the following
documents
were
approved:
i)
The Unconsolidated
Special
Financial
Statements for the
merger
of
Nortel
as of December
31,
2016
and
the
Consolidated
Special
Financial
Statements for the
Merger
of Sofora,
Nortel,
Telecom
and
Telecom
Personal
as of December
31,
2016,
with the respective
reports
from
the
Supervisory
Committee
and
the
Independent
Auditors; ii)
The
Preliminary Reorganization
Agreement
celebrated
on
March
31,
2017
by
Telecom
as
the surviving
company
and
Sofora,
Nortel
and
Telecom
Personal
as
the
absorbed
companies and
its
Annexes.
This
approval
includes (without
limitation)
the
approval
of
the distribution ratio
established in the
Fourth
Section
of
the
Preliminary Reorganization
Agreement.
Furthermore,
the dissolution without
liquidation of
Nortel
was
approved, pursuant
Section
94,
Subsection
7
of
the
General
Corporations
Law.
Preliminary
Merger
Agreement
entered
into
between
Telecom
Argentina
and
Cablevisión
On
June
30,
2017,
the
Boards
of
Directors
of
Telecom
And Cablevisión
S.A.
(“Cablevisión”)
(altogether,
Telecom
and
Cablevisión,
the
“Companies”)
approved
the
‘
Preliminary
Merger
Agreement’
by
which
they
agree
that
Telecom
will
absorb
by
merger
Cablevisión, in
accordance
with the terms
of
Section
82
and
83 of
the
General
Corporations
Law,
and
ad
referendum
of
the
corporate and regulatory approvals
(among
others,
those
necessary from
the
Ente
Nacional de
Comunicaciones-ENACOM) established in said
Agreement
(the
“Merger”).
For
the
purpose
of
this
Merger,
the
Board
of
Directors
of
Telecom
and
the
Board
of
Directors
of
Cablevisión
approved
their respective Special
Merger
Unconsolidated Financial
Statements
and
the Special
Merger
Consolidated Financial
Statements, all
of them as of
March
31,
2017,
with the respective
reports
issued
by
their
Supervisory
Committees
and
of
the
Independent
Auditor Price
Waterhouse
& Co.
The
Preliminary
Merger
Agreement
foresees:
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1.
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An
exchange
ratio
of
9,871.07005 new
ordinary
shares
of
Telecom
with
nominal
value
of $1.- each
to
be
issued, for
every
ordinary
share of
Cablevisión with
nominal
value
of
$
10,000.- each (the “Exchange Ratio”).
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2.
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That
as
a
result
of
the
Merger,
Telecom
will issue
1,184,528,406 new
ordinary
book
entry
shares
with
nominal
value
of
$ 1.-
and one
vote
per
share
to
be
delivered
to Cablevisión
shareholders,
in
form of
Class
‘
A’
Shares
of
Telecom
or
Class
‘
D’
Shares
of
Telecom,
as applicable,
and
in
accordance
with the
Exchange
Ratio,
or
the
number
of
new
shares
resulting
from
the
adjustments
to the
Exchange
Ratio
that
could
be
exercised
according
to the
Preliminary
Merger
Agreement.
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3.
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The
determined
Exchange
Ratio
was
considered
fair
from
a financial perspective
by
the
independent
valuation
experts JPMorgan
Securities
LLC (hired
by
Telecom)
and
Lion
Tree
Advisors
LLC (hired
by
Cablevisión).
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Finally,
The
Board
of
Directors
of
Telecom,
resolved
to summon a
General Ordinary
and Extraordinary Shareholders’
Meeting
of
Telecom
to
be held on August
31,
2017
in
order
to
consider
the
Merger
described
herein and
the
documentation
approved
by
the
Board
of
Directors.
María
de los Angeles Blanco Salgado
Officer
in Charge of
Market
Relations
CONTACT:
María
Blanco
Salgado,
mblancosalgado@ta.telecom.com.ar,
54-11-4968-3631
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Nortel Inversora S.A.
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Date: August 11, 2017
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By:
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/s/ María Blanco
Salgado
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Name:
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Maria Blanco Salgado
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Title:
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Officer in Charge of Market Relations
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