SAO PAULO, Feb. 15, 2018 /PRNewswire/ -- Companhia
Siderúrgica Nacional ("CSN") (NYSE: SID), announced today
the early results of the previously announced cash tender offers by
its subsidiary, CSN Resources S.A. ("CSN Resources"), for:
(1)
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up to U.S.$350
million (the "2019 Notes Maximum Tender Amount") in aggregate
principal amount of 6.875% Senior Unsecured Guaranteed Notes due
2019 (the "2019 Notes") (144A CUSIP / ISIN Nos.
12642KAA2/US12642KAA25 and Reg S CUSIP / ISIN Nos.
G2583XAA9/USG2583XAA93) issued by CSN Islands XI Corp., a finance
subsidiary of CSN (the "2019 Notes Tender Offer"); and
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(2)
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6.50% Senior
Unsecured Guaranteed Notes due 2020 (the "2020 Notes" and, together
with the 2019 Notes, the "Notes") (144A CUSIP / ISIN Nos.
12644VAA6/US12644VAA61 and Reg S CUSIP / ISIN Nos.
L21779AA8/USL21779AA88) issued by CSN Resources in an aggregate
principal amount such that the aggregate principal amount of 2020
Notes accepted for purchase does not exceed (A) U.S.$350 million
less (B) the aggregate principal amount of 2019 Notes
validly tendered and accepted for purchase pursuant to the 2019
Notes Tender Offer (the "2020 Notes Maximum Tender Amount") (the
"2020 Notes Tender Offer" and, together with the 2019 Notes Tender
Offer, the "Tender Offers").
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The Tender Offers are being made on the terms and are subject to
the conditions described in the Offer to Purchase and the related
Letter of Transmittal, each dated February 1, 2018, as amended
on February 8, 2018.
The 2019 Notes Tender Offer will expire at 11:59 p.m., New York
City time, on March 1, 2018,
unless extended by CSN Resources (such time and date, as it may be
extended, the "2019 Notes Expiration Date"). As of 5:00 p.m., New York
City time, on February 14,
2018 (the "2019 Notes Early Tender Date"), according to D.F.
King & Co., Inc., the tender agent and information agent (the
"Tender Agent and Information Agent") for the Tender Offers,
tenders were received (and not validly withdrawn) from holders of
2019 Notes representing approximately U.S.$202.8 million in aggregate principal amount of
2019 Notes. Subject to the terms and conditions of the 2019 Notes
Tender Offer, holders who validly tendered their 2019 Notes at or
prior to the 2019 Notes Early Tender Date are eligible to receive
U.S.$1,000 for each U.S.$1,000 principal amount of 2019 Notes
validly tendered (and not validly withdrawn), which includes an
early tender payment equal to U.S.$30, plus accrued interest. Holders of 2019 Notes
who validly tender 2019 Notes after the 2019 Notes Early Tender
Date but at or prior to the 2019 Notes Expiration Date and whose
2019 Notes are accepted for purchase will be entitled to receive,
for each U.S.$1,000 principal
amount of 2019 Notes accepted for purchase, U.S.$970, plus accrued interest.
Pursuant to the terms of the 2019 Notes Tender Offer, CSN
Resources has elected to accept for purchase all 2019 Notes validly
tendered at or prior to the 2019 Notes Early Tender Date and will
pay for such early tendered 2019 Notes on February 15, 2018 (the "2019 Notes Initial
Settlement Date").
Subject to the 2019 Notes Maximum Tender Amount, payment for
2019 Notes validly tendered after the 2019 Notes Early Tender Date
but at or prior to the 2019 Notes Expiration Date is expected to be
made within three business days following the 2019 Notes Expiration
Date or as promptly as practicable thereafter. Such tendered 2019
Notes may be subject to proration if the aggregate principal amount
of 2019 Notes validly tendered after the 2019 Notes Early Tender
Date but at or prior to the 2019 Notes Expiration Date (and not
validly withdrawn) exceeds the 2019 Notes Maximum Tender
Amount.
The 2020 Notes Tender Offer will expire at 11:59 p.m., New York
City time, on March 1, 2018,
unless extended by CSN Resources (such time and date, as it may be
extended, the "2020 Notes Expiration Date"). As of 5:00 p.m., New York
City time, on February 14,
2018 (the "2020 Notes Early Tender Date"), according to the
Tender Agent and Information Agent, tenders were received (and not
validly withdrawn) from holders of 2020 Notes representing
approximately U.S.$512.7 million in
aggregate principal amount of 2020 Notes. Subject to the terms and
conditions of the 2020 Notes Tender Offer, including the 2020 Notes
Maximum Tender Amount, holders who validly tendered their 2020
Notes at or prior to the 2020 Notes Early Tender Date and whose
2020 Notes are accepted for purchase are eligible to receive
U.S.$1,000 for each U.S.$1,000 principal amount of 2020 Notes
validly tendered (and not validly withdrawn), which includes an
early tender payment equal to U.S.$30, plus accrued interest. Holders of 2020 Notes
who validly tender 2020 Notes after the 2020 Notes Early Tender
Date but at or prior to the 2020 Notes Expiration Date and whose
2020 Notes are accepted for purchase will be entitled to receive,
for each U.S.$1,000 principal
amount of 2020 Notes accepted for purchase, U.S.$970.
Subject to the 2020 Notes Maximum Tender Amount, CSN Resources
intends to accept for purchase on a date that is expected to be
within three business days following the 2020 Notes Expiration Date
or as promptly as practicable thereafter all 2020 Notes validly
tendered at or prior to the 2020 Notes Expiration Date (and not
validly withdrawn prior to the 2020 Notes Early Tender Date).
In such case, holders of 2020 Notes who validly tender their 2020
Notes at or prior to the 2020 Notes Expiration Date may be subject
to proration (as described in the Offer to Purchase) if the
aggregate principal amount of 2020 Notes validly tendered as of the
2020 Notes Expiration Date (and not validly withdrawn prior to the
2020 Notes Early Tender Date) exceeds the 2020 Notes Maximum Tender
Amount. There is no "early settlement date" with respect to the
2020 Notes regardless of whether such 2020 Notes were tendered at
or prior to the 2020 Notes Early Tender Date.
Withdrawal rights with respect to each of the Tender Offers
expired at 5:00 p.m., New York City time, on February 14, 2018. Accordingly, Notes tendered
(in the past or the future) in the Tender Offers may no longer be
withdrawn, except if required by applicable law.
CSN Resources reserves the absolute right to amend or terminate
either or both Tender Offers in its sole discretion, subject to
disclosure and other requirements as required by applicable law. In
the event of termination of a Tender Offer, any applicable Notes
tendered and not accepted for purchase pursuant to the applicable
Tender Offer will be promptly returned to the tendering holders.
CSN Resources is making the Tender Offers only in those
jurisdictions where it is legal to do so.
CSN Resources has engaged Merrill Lynch, Pierce, Fenner &
Smith Incorporated, BB Securities Limited, Banco Bradesco BBI S.A.
and Morgan Stanley & Co. LLC to act as the dealer managers (the
"Dealer Managers") in connection with the Tender Offers. Questions
regarding the terms of the Tender Offers may be directed to Merrill
Lynch, Pierce, Fenner & Smith Incorporated by telephone at +1
(888) 292-0070 (U.S. toll free) or +1 (646) 855-8988 (collect), BB
Securities Limited at +44 (207) 367 5800, Banco Bradesco BBI S.A.
at +55 (11) 3847-5219 and Morgan Stanley & Co. LLC at +1 (800)
624-1808 (U.S. toll free) or +1 (212) 761-1057 (collect).
Disclaimer
None of CSN, CSN Resources, CSN Islands XI Corp., the Dealer
Managers, the Tender and Information Agent, the trustee for the
2019 Notes or the trustee for the 2020 Notes, or any of their
respective affiliates, is making any recommendation as to whether
holders should or should not tender any Notes in response to the
Tender Offers or expressing any opinion as to whether the terms of
the Tender Offers are fair to any holder. Holders must make
their own decision as to whether to tender any of their Notes and,
if so, the principal amount of Notes to tender. Please refer
to the Offer to Purchase for a description of the offer terms,
conditions, disclaimers and other information applicable to each
Tender Offer.
This press release is for informational purposes only and does
not constitute an offer to purchase or the solicitation of an offer
to sell any securities. Each Tender Offer is being made solely by
means of the Offer to Purchase and the related Letter of
Transmittal. The Tender Offers are not being made to holders of
Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other
laws of such jurisdiction. In those jurisdictions where the
securities, blue sky or other laws require any tender offer to be
made by a licensed broker or dealer, the Tender Offers will be
deemed to be made on behalf of CSN Resources by the Dealer Managers
or one or more registered brokers or dealers licensed under the
laws of such jurisdiction.
This release may contain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
United States Securities Exchange Act of 1934, as amended,
including those related to the Tender Offers. Forward-looking
information involves important risks and uncertainties that could
significantly affect anticipated results in the future, and,
accordingly, such results may differ from those expressed in any
forward-looking statements.
Investor Relations
David Moise Salama
Investor Relations Executive Officer
Phone: +55 (11) 3049-7588
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SOURCE Companhia Siderúrgica Nacional