SÃO PAULO, April 26, 2019
/PRNewswire/ -- Companhia Siderúrgica Nacional ("CSN")
(NYSE: SID) announced today the early results of the
previously announced cash tender offers by its subsidiary, CSN
Resources S.A. ("CSN Resources"), 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) 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 amended on
April 9, 2019.
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"). As of 5:00 p.m., New York
City time, on April 25, 2019
(the "2019 Notes Early Tender Date"), according to D.F. King &
Co., Inc., the tender agent and information agent (the "Tender
Agent and Information Agent") for the Tender Offers, tenders were
received (and not validly withdrawn) from holders of 2019 Notes
representing approximately U.S.$404.4
million in aggregate principal amount of 2019 Notes. Subject
to the terms and conditions of the 2019 Notes Tender Offer, holders
who validly tendered their 2019 Notes at or prior to the 2019 Notes
Early Tender Date are 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tendered (and not validly withdrawn), which includes an early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.
Pursuant to the terms of the 2019 Notes Tender Offer, CSN
Resources has elected to accept for purchase all 2019 Notes validly
tendered at or prior to the 2019 Notes Early Tender Date and will
pay for such early tendered 2019 Notes on April 29, 2019 (the "2019 Notes Initial
Settlement Date").
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"). As of 5:00 p.m., New York
City time, on April 25, 2019
(the "2020 Notes Early Tender Date"), according to the Tender Agent
and Information Agent, tenders were received (and not validly
withdrawn) from holders of 2020 Notes representing approximately
U.S.$671.6 million in aggregate
principal amount of 2020 Notes. Subject to the terms and conditions
of the 2020 Notes Tender Offer, including the 2020 Notes Maximum
Tender Amount, holders who validly tendered their 2020 Notes at or
prior to the 2020 Notes Early Tender Date and whose 2020 Notes are
accepted for purchase are 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.
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.
Withdrawal rights with respect to each of the Tender Offers
expired at 5:00 p.m., New York City time, on April 25, 2019. Accordingly, Notes tendered (in
the past or the future) in the Tender Offers may no longer be
withdrawn, except as required by applicable law (as determined by
CSN Resources).
CSN Resources reserves the absolute right to amend or terminate
either or both Tender Offers in its sole discretion, subject to
disclosure and other requirements as required by applicable law. In
the event of termination of a Tender Offer, any applicable Notes
tendered and not accepted for purchase pursuant to the applicable
Tender Offer will be promptly returned to the tendering
holders. 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.,
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 Companhia Siderúrgica Nacional