SÃO PAULO, Feb. 3, 2022
/PRNewswire/ -- Companhia Siderúrgica Nacional ("CSN")
(NYSE: SID) announced today that its Luxembourg finance subsidiary, CSN Resources
S.A. ("CSN Resources"), has commenced a cash tender offer (the
"Tender Offer") for up to US$300.0
million in aggregate principal amount (subject to increase
or decrease by CSN Resources, in its sole discretion, 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.
|
The following table
sets forth the material pricing terms of the Tender
Offer:
|
Title of
Security
|
CUSIP /
ISIN
|
Principal
Amount
Outstanding
|
Total
Consideration(1)
|
Tender Offer
Consideration(2)
|
7.625% Senior
Unsecured
Guaranteed Notes
due 2026
|
144A: 12644VAC2 /
US12644VAC28
Regulation S:
L21779AD2 /
USL21779AD28
|
US$600,000,000
|
US$1,048.75
|
US$1,018.75
|
________________
|
|
(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 applicable settlement date ("Accrued
Interest") will be paid.
|
|
(2)
|
The amount to be paid
for each US$1,000 principal amount of Notes validly tendered after
the Early Tender Date but prior to the Expiration Date and accepted
for purchase. In addition, Accrued Interest 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"). Holders of Notes who validly tender (and do not
validly withdraw) their Notes at or prior to 5:00 p.m.,
New York City time, on
February 16, 2022, unless extended by
CSN Resources (such time and date, as it may be extended, the
"Early Tender Date"), will be eligible to receive the Total
Consideration, which includes the Early Tender Payment, plus
Accrued Interest. Holders of Notes who validly tender Notes after
the Early Tender Date but at or prior to the Expiration Date will
not be eligible to receive the Early Tender Payment and will
therefore only be eligible to receive the Tender Offer
Consideration, plus Accrued Interest. Notes that have been
validly tendered pursuant to the Tender Offer may be validly
withdrawn prior to the Early Tender Date but not thereafter except
as may be required by applicable law (as determined by CSN
Resources).
The "Total Consideration" for each US$1,000 principal amount of Notes validly
tendered (and not validly withdrawn) at or prior to the Early
Tender Date and accepted for purchase pursuant to the Tender Offer
will be US$1,048.75, which includes
an early tender payment equal to US$30.00 (the "Early Tender Payment"). Holders
who validly tender Notes after the Early Tender Date but at or
prior to the Expiration Date and whose Notes are accepted for
purchase will not be entitled to receive the Early Tender Payment
and will therefore be entitled to receive, for each US$1,000 principal amount of Notes accepted for
purchase, US$1,018.75 (the "Tender
Offer Consideration").
CSN Resources, in its sole discretion, may elect to purchase
Notes that are validly tendered and not validly withdrawn at or
prior to the Early Tender Date (and whose Notes are accepted for
purchase) one business day following the Early Tender Date but
before the Expiration Date. If CSN Resources does not, in its sole
discretion, elect to pay for such early tendered Notes prior to the
Expiration Date, then all Notes up to the Maximum Tender Amount
that are validly tendered and not validly withdrawn in the Tender
Offer will be accepted for purchase on a date that is expected to
be one business day following the Expiration Date or as promptly as
practicable thereafter.
CSN Resources' obligation to purchase Notes in the Tender Offer
is conditioned on the satisfaction or waiver of a number of
conditions described in the Offer to Purchase dated February 3, 2022 (the "Offer to Purchase"),
including the completion of new debt financing on satisfactory
terms and conditions. The Tender Offer is not conditioned upon the
tender of any minimum principal amount of Notes. However, the
Tender Offer is subject to the Maximum Tender Amount. CSN Resources
has the right, in its sole discretion, to increase or decrease the
Maximum Tender Amount or to amend or terminate the Tender Offer at
any time, including if the conditions of the Tender Offer are not
satisfied. If the Tender Offer is terminated at any time, the Notes
tendered will be promptly returned to the tendering holders without
compensation or cost to such holders and will remain outstanding.
CSN Resources reserves the right, in its sole discretion, to
not accept any tenders of Notes for any reason. CSN Resources is
making the Tender Offer only in those jurisdictions where it is
legal to do so. CSN Resources and its affiliates reserve the
absolute right, in their sole discretion, from time to time to
redeem or purchase any Notes that remain outstanding after the
Expiration Date through open market purchases, privately negotiated
transactions, tender offers, exchange offers or otherwise, upon
such terms and at such prices as they may determine, which may be
more or less than the price to be paid pursuant to the Tender
Offer.
The terms and conditions of the Tender Offer are described in
the Offer to Purchase. Copies of the Offer to Purchase are
available to holders of Notes from D.F. King & Co.,
Inc., the tender agent and information agent for the Tender Offer
(the "Tender and Information Agent"). Requests for copies of the
Offer to Purchase should be directed to the Tender and Information
Agent by telephone at +1 (800) 967-7510 (U.S. toll free) or +1
(212) 269-5550 (collect), in writing to 48 Wall Street, 22nd Floor,
New York, NY 10005, Attention:
Michael Horthman, or by e-mail to csn@dfking.com.
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
None of CSN, CSN Resources, the Dealer Managers, the Tender and
Information Agent or the trustee for the 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 Offer or expressing any opinion as to whether the terms of
the Tender Offer are fair to any holder. Holders must make their
own decision as to whether to tender any 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 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 CSN Resources S.A.