SAO PAULO, Feb. 8, 2018 /PRNewswire/ -- Companhia
Siderúrgica Nacional ("CSN") (NYSE: SID), announced today
that its subsidiary, CSN Resources S.A. ("CSN Resources"), has
amended the terms of its previously announced cash tender offers to
reduce the aggregate principal amount of Notes (as defined below)
that will be accepted for purchase from U.S.$750 million to U.S.$350
million. Consequently, CSN Resources is now offering to
purchase:
- 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
- 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").
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, and as
supplemented on February 8,
2018. As a result of the change to the aggregate principal
amount of Notes that may be purchased in the Tender Offers,
proration will now apply to the 2019 Notes Tender Offer as well as
the 2020 Notes Tender Offer. All other terms and conditions of the
Tender Offers will remain the same.
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
|
U.S.$350
million
|
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 will be paid.
|
(2)
Equals U.S.$350 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 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. 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 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. 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).
Subject to the 2019 Notes Maximum Tender Amount, 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, subject to the 2019 Notes Maximum Tender Amount, 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. In either scenario, tendered 2019 Notes may be
subject to proration if the aggregate principal amount of 2019
Notes validly tendered (and not validly withdrawn) exceeds the 2019
Notes Maximum Tender Amount. If CSN Resources elects to early
settle and the 2019 Notes Tender Offer is fully subscribed as of
the 2019 Notes Early Tender Date, 2019 Holders who validly tender
2019 Notes after the 2019 Notes Early Tender Date will not have any
of their 2019 Notes accepted for purchase.
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 closing of CSN Resources' previously announced senior notes
offering, which is expected to occur on February 13, 2018. 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 2019
Notes Tender Offer is subject to the 2019 Notes Maximum Tender
Amount and 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.
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