SC 13D/A 1 a17-13017_1sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

 

TELECOM ARGENTINA S.A.

(Name of Issuer)

 

CLASS B ORDINARY SHARES

(Title of Class of Securities)

 

879273209

(CUSIP Number)

 

Julio R. Rodriguez, Jr.

Fintech Advisory Inc.

375 Park Avenue

New York, NY 10152

(212) 593-4500

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

 

With copies to:

Richard J. Cooper, Esq.

Adam Brenneman, Esq.

Cleary, Gottlieb, Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2000

 

May 10, 2017

(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).

 


 

CUSIP No. 879273209

 

 

1.

Names of Reporting Persons
David Martínez

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United Kingdom

 

Number of
Class B Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
58,173,522(1)

 

8.

Shared Voting Power
36,832,408(2)

 

9.

Sole Dispositive Power
58,173,522

 

10.

Shared Dispositive Power
36,832,408

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
95,005,930

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
20.35%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

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.

 

2


 

CUSIP No. 879273209

 

 

1.

Names of Reporting Persons.
Fintech Advisory Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Class B Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
58,173,522(3)

 

8.

Shared Voting Power
36,832,408(4)

 

9.

Sole Dispositive Power
58,173,522

 

10.

Shared Dispositive Power
36,832,408

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
95,005,930

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Class B Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
20.35%

 

 

14.

Type of Reporting Person (See Instructions)
HC, CO, IA

 

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.

 

3


 

CUSIP No. 879273209

 

 

1.

Names of Reporting Persons.
Fintech Telecom, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Class B Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
58,173,522

 

8.

Shared Voting Power
36,832,408(5)

 

9.

Sole Dispositive Power
58,173,522

 

10.

Shared Dispositive Power
36,832,408

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
95,005,930

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Class B Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
20.35%

 

 

14.

Type of Reporting Person (See Instructions)
HC

 

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.

 

4


 

CUSIP No. 879273209

 

 

1.

Names of Reporting Persons
Sofora Telecomunicaciones S.A.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Argentina

 

Number of
Class B Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
36,832,408(6)

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
36,832,408

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
36,832,408

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
7.89%

 

 

14.

Type of Reporting Person (See Instructions)
HC, CO

 

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.

 

5


 

CUSIP No. 879273209

 

 

1.

Names of Reporting Persons
Nortel Inversora S.A.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Argentina

 

Number of
Class B Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
36,832,408

 

8.

Shared Voting Power

 

9.

Sole Dispositive Power
36,832,408

 

10.

Shared Dispositive Power

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
36,832,408

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
7.89%

 

 

14.

Type of Reporting Person (See Instructions)
HC, CO

 

6


 

Item 1.                                 Security and Issuer

 

This Amendment No. 8 (the “Eighth 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 adding the following:

 

On May 10, 2017, the conditions precedent set forth in the Share Amortization Agreement relating to the amortization of WAI’s shares representing 17% of the capital stock of Sofora had not been fully satisfied, and as a result, the amortization of such shares did not take place.

 

7


 

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 12, 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

 

8