SÃO PAULO, Feb. 1, 2018
/PRNewswire/ -- Companhia Siderúrgica Nacional ("CSN")
(NYSE: SID), announced today that its subsidiary, CSN
Resources S.A. ("CSN Resources"), has commenced:
(1)
a cash tender offer (the "2019
Notes Tender Offer") for any and all of the outstanding 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) of CSN Islands XI Corp., a finance
subsidiary of CSN; and
(2)
a partial cash tender offer
(the "2020 Notes Tender Offer" and, together with the 2019 Notes
Tender Offer, the "Tender Offers") for its outstanding 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) in an aggregate principal amount such that
the aggregate principal amount of 2020 Notes accepted for purchase
does not exceed (A) U.S.$750 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").
Each of the Notes is fully, unconditionally and irrevocably
guaranteed by CSN.
The following table sets forth the consideration for each series
of Notes:
Title of
Security
|
Aggregate
Principal Amount Outstanding
|
Maximum Acceptance
Limit
|
Total
Consideration1
|
6.875% Senior
Unsecured Guaranteed Notes due 2019
|
U.S.$750
million
|
Any and
All
|
U.S.$1,000
|
6.50% Senior
Unsecured Guaranteed Notes due 2020
|
U.S.$1.2
billion
|
2020 Notes Maximum
Tender Amount2
|
U.S.$1,000
|
__________________
|
(1) The
amount to be paid for each U.S.$1,000 principal amount of the
applicable series of Notes validly tendered and accepted for
purchase. In each case, the Total Consideration includes an
Early Tender Payment of U.S.$30 for each U.S.$1,000 principal
amount of Notes. In addition, accrued interest up to, but
excluding, the applicable settlement date ("Accrued Interest") will
be paid.
|
|
(2)
Equals U.S.$750 million less the aggregate principal amount
of 2019 Notes validly tendered and accepted for purchase in the
2019 Notes Tender Offer.
|
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"). Holders of 2019 Notes
who validly tender (and do not validly withdraw) their 2019 Notes
at or prior to 5:00 p.m., New York
City time, on February 14,
2018, unless extended by CSN Resources (such time and date,
as it may be extended, the "2019 Notes Early Tender Date"), will be
eligible to receive the 2019 Notes Total Consideration (as defined
herein), which includes the 2019 Notes Early Tender Payment (as
defined herein), 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 will not be
eligible to receive the 2019 Notes Early Tender Payment and will
therefore only be eligible to receive the 2019 Notes Tender Offer
Consideration (as defined herein), plus Accrued Interest. 2019
Notes that have been validly tendered pursuant to the 2019 Notes
Tender Offer may be validly withdrawn prior to the 2019 Notes Early
Tender Date but not thereafter except as may be required by
applicable law (as determined by CSN Resources).
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"). Holders of 2020 Notes
who validly tender (and do not validly withdraw) their 2020 Notes
at or prior to 5:00 p.m., New York
City time, on February 14,
2018, unless extended by CSN Resources (such time and date,
as it may be extended, the "2020 Notes Early Tender Date"), will be
eligible to receive the 2020 Notes Total Consideration (as defined
herein), which includes the 2020 Notes Early Tender Payment (as
defined herein), 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 will not be
eligible to receive the 2020 Notes Early Tender Payment and will
therefore only be eligible to receive the 2020 Notes Tender Offer
Consideration (as defined herein), plus Accrued Interest. 2020
Notes that have been validly tendered pursuant to the 2020 Notes
Tender Offer may be validly withdrawn prior to the 2020 Notes Early
Tender Date but not thereafter except as may be required by
applicable law (as determined by CSN Resources).
The "2019 Notes Total Consideration" for each U.S.$1,000 principal amount of 2019 Notes
validly tendered (and not validly withdrawn) at or prior to the
2019 Notes Early Tender Date and accepted for purchase pursuant to
the 2019 Notes Tender Offer will be U.S.$1,000, which includes an early tender payment
equal to U.S.$30 (the "2019 Notes Early Tender Payment").
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
not be entitled to receive the 2019 Notes Early Tender Payment and
will therefore be entitled to receive, for each U.S.$1,000 principal amount of 2019 Notes
accepted for purchase, U.S.$970 (the
"2019 Notes Tender Offer Consideration").
The "2020 Notes Total Consideration" for each U.S.$1,000 principal amount of 2020 Notes
validly tendered (and not validly withdrawn) at or prior to the
2020 Notes Early Tender Date and accepted for purchase pursuant to
the 2020 Notes Tender Offer will be U.S.$1,000, which includes an early tender payment
equal to U.S.$30 (the "2020 Notes
Early Tender Payment"). 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 not be entitled to receive the 2020 Notes Early
Tender Payment and will therefore be entitled to receive, for each
U.S.$1,000 principal amount of
2020 Notes accepted for purchase, U.S.$970 (the "2020 Notes
Tender Offer Consideration").
CSN Resources, in its sole discretion, may elect to purchase any
2019 Notes that are validly tendered and not validly withdrawn at
or prior to the 2019 Notes Early Tender Date (and whose 2019 Notes
are accepted for purchase) on a business day following the 2019
Notes Early Tender Date but before the 2019 Notes Expiration
Date. If CSN Resources does not, in its sole discretion,
elect to pay for such early tendered 2019 Notes prior to the 2019
Notes Expiration Date, then all 2019 Notes that are validly
tendered and not validly withdrawn in the 2019 Notes Tender Offer
will be accepted for purchase on a date that is expected to be
within three business days following the 2019 Notes Expiration Date
or as promptly as practicable thereafter.
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 Documents (as defined
herein)) 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.
CSN Resources' obligation to purchase Notes in either of the
Tender Offers is conditioned on the satisfaction or waiver of a
number of conditions described in the Offer Documents, including
the completion of a new debt financing on satisfactory terms and
conditions. Neither Tender Offer is conditioned upon the
tender of any minimum principal amount of Notes of such series or
of the other series. However, the 2020 Notes Tender Offer is
subject to the 2020 Notes Maximum Tender Amount. CSN
Resources has the right, in its sole discretion, to amend or
terminate either of the Tender Offers at any time.
The terms and conditions of the Tender Offers are described in
the Offer to Purchase, dated February 1, 2018 (the "Offer to
Purchase"), and the related Letter of Transmittal (together, the
"Offer Documents"). Copies of the Offer Documents are
available to holders of Notes from D.F. King & Co.,
Inc., the tender and information agent for the Tender Offers (the
"Tender and Information Agent"). Requests for copies of the
Offer Documents should be directed to the Tender and Information
Agent at +1 (866) 796-7180 (U.S. toll free) and +1 (212) 269-5550
(collect) or by email to csn@dfking.com.
CSN Resources reserves the right, in its sole discretion, not to
accept any tenders of Notes for any reason. 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