SÃO PAULO, Feb. 16, 2022
/PRNewswire/ -- Companhia Siderúrgica Nacional ("CSN")
(NYSE: SID) informs today the early results of the previously
announced cash tender offer (the "Tender Offer") by its
Luxembourg finance subsidiary, CSN
Resources S.A. ("CSN Resources"), for up to US$300.0 million in aggregate principal amount
(the "Maximum Tender Amount") of its outstanding 7.625% Senior
Unsecured Guaranteed Notes due 2026 (the "Notes"). The Notes are
fully, unconditionally and irrevocably guaranteed by CSN. In
addition, CSN Resources informs that the Financing Condition (as
defined in the Offer to Purchase) has been satisfied.
The Tender Offer is being made on the terms and is subject to
the conditions set forth in the offer to purchase dated
February 3, 2022 (the "Offer to
Purchase").
The following table sets forth the total consideration for the
Notes:
Title of
Security
|
CUSIP/ISIN
|
Principal
Amount
Outstanding
|
Total
Consideration(1)
|
|
|
|
|
7.625% Senior
Unsecured
Guaranteed Notes due 2026
|
144A: 12644VAC2 /
US12644VAC28
Regulation S:
L21779AD2 /
USL21779AD28
|
US$600,000,000
|
US$1,048.75
|
|
|
|
|
(1)
|
The amount to be paid
for each US$1,000 principal amount of Notes validly tendered prior
to the Early Tender Date and accepted for purchase. The Total
Consideration includes an Early Tender Payment of US$30.00 for each
US$1,000 principal amount of Notes. In addition, accrued interest
up to, but excluding, the Early Settlement Date (as defined in the
Offer to Purchase) will be paid.
|
The Tender Offer will expire at 11:59
p.m., New York City time,
on March 3, 2022, unless extended by
CSN Resources (such time and date, as it may be extended, the
"Expiration Date").
As of 5:00 p.m., New York City time, on February 16, 2022 (the "Early Tender Date"),
according to D.F. King & Co., Inc., the tender agent and
information agent for the Tender Offer, tenders were received (and
not validly withdrawn) representing approximately US$448,592,000 million in aggregate principal
amount of Notes.
As the aggregate principal amount of the Notes validly tendered
(and not validly withdrawn) as of the Early Tender Date exceeded
the Maximum Tender Amount, the Notes will be accepted for purchase
by CSN Resources with approximately a proration factor of 61.1%.
Since the aggregate principal amount of the Notes validly tendered
(and not validly withdrawn) as of the Early Tender Date exceeded
the Maximum Tender Amount, CSN Resources will not accept for
purchase any Notes tendered after the Early Tender Date.
Pursuant to the terms of the Tender Offer, CSN Resources has
elected to accept for purchase all Notes validly tendered and not
validly withdrawn up to the Maximum Tender Amount at or prior to
the Early Tender Date and will pay for such early tendered Notes on
February 17, 2022.
Withdrawal rights with respect to the Tender Offer expired at
5:00 p.m., New York City time, on February 16, 2022. Accordingly, Notes tendered in
the Tender Offer may no longer be withdrawn, except as may be
required by applicable law (as determined by CSN Resources).
CSN Resources reserves the absolute right to amend or terminate
the Tender Offer in its sole discretion, subject to disclosure and
other requirements under applicable law. In the event of a
termination of the Tender Offer, any Notes tendered and not
accepted for purchase pursuant to the Tender Offer will be promptly
returned to the tendering holders.
CSN Resources has engaged Banco BTG Pactual S.A. – Cayman
Branch, BNP Paribas Securities Corp., Citigroup Global Markets
Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and
UBS Securities LLC to act as the dealer managers (the "Dealer
Managers") in connection with the Tender Offer. Questions regarding
the terms of the Tender Offer may be directed to Banco BTG Pactual
S.A. – Cayman Branch at +1 (212) 293-4600 (collect), BNP Paribas
Securities Corp. at +1 (888) 210-4358 (U.S. toll free) or +1 (212)
841-3059 (collect), Citigroup Global Markets Inc. at +1 (800)
558-3745 (U.S. toll free) or +1 (212) 723-6106 (collect), Goldman
Sachs & Co. LLC at +1 (800) 828-3182 (U.S. toll free) or +1
(212) 357-1452 (collect), Morgan Stanley & Co. LLC at +1 (800)
624-1808 (U.S. toll free) or +1 (212) 761-1057 (collect), UBS
Securities LLC at +1 (888) 719-4210 (U.S. toll free) or +1 (203)
719-4210 (collect).
Disclaimer
Please refer to the Offer to Purchase for a description of the
offer terms, conditions, disclaimers and other information
applicable to the 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. The Tender Offer is being made solely by
means of the Offer to Purchase. The Tender Offer is 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 Offer
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 press release may contain forward-looking statements within
the meaning of Section 27A of the U.S. Securities Act of 1933 and
Section 21E of the U.S. Securities Exchange Act of 1934, as
amended, including those related to the Tender Offer.
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.
COMPANHIA SIDERÚRGICA
NACIONAL
Marcelo Cunha
Ribeiro
Chief Financial and Investor Relations
Officer
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SOURCE Companhia Siderúrgica Nacional