SÃO PAULO, April 11, 2019
/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 increase the aggregate principal
amount of Notes (as defined below) that will be accepted for
purchase from U.S.$750 million to
U.S.$1 billion. Consequently, CSN
Resources is now offering to purchase:
- 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) 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.$1 billion 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 April 5, 2019. As a result
of the change to the aggregate principal amount of Notes that may
be purchased in the Tender Offers, CSN Resources has also extended
each of the 2019 Notes Early Tender Date and the 2020 Notes Early
Tender Date (each as defined herein) to April 25, 2019.
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.$547.1
million
|
Any and
All
|
U.S.$1,016
|
6.50% Senior
Unsecured
Guaranteed Notes due
2020
|
U.S.$1.1
billion
|
2020 Notes
Maximum
Tender
Amount2
|
U.S.$1,020
|
__________________
|
(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.$1.0
billion 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 May 3, 2019,
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 April 25, 2019,
unless extended by CSN Resources (such time and date, as amended by
this announcement, as it may be further extended, the "2019 Notes
Early Tender Date"), will be eligible to receive U.S.$1,016 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.$986, 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 May 3, 2019,
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 April 25, 2019,
unless extended by CSN Resources (such time and date as amended by
this announcement, as it may be further extended, the "2020 Notes
Early Tender Date"), will be eligible to receive U.S.$1,020 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.$990. 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).
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 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.
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 to Purchase, including
the closing of CSN Resources' previously announced senior notes
offerings, expected to occur on April
17, 2019. 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.
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, Bradesco BBI S.A., J.P.
Morgan Securities LLC, Morgan Stanley & Co. LLC and Natixis
Securities Americas 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, J.P. Morgan Securities LLC at +1 (866)
846-2874 (U.S. toll free) or +1 (212) 834-7279 (collect), Morgan
Stanley & Co. LLC at +1 (800) 624-1808 (U.S. toll free) or +1
(212) 761-1057 (collect) and Natixis Securities Americas LLC at +1
(212) 698-3049 (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 U.S. Securities Act of 1933, as
amended, and Section 21E of the U.S. 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
Marcelo Cunha Ribeiro
Chief Financial and Investor Relations Officer
Phone: +55 (11) 3049-7591
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SOURCE CSN Resources S.A.