SÃO PAULO, Brazil, Jan. 20, 2016 /PRNewswire/ -- BR Properties S.A. ("BR Properties") today announced the commencement of a cash tender offer (the "Tender Offer") to purchase up to an aggregate amount of U.S.$100 million (such amount, as the same may be increased in the sole discretion of BR Properties, the "Maximum Tender Amount") of the outstanding U.S.$285 million aggregate principal amount of its 9.00% Perpetual Notes (the "Notes"). The terms and conditions of the Tender Offer are described in BR Properties' Offer to Purchase (the "Offer to Purchase") and the related Letter of Transmittal, each dated today.
Subject to the Maximum Tender Amount and the other terms and conditions described in the Offer to Purchase and the Letter of Transmittal, the Tender Offer will expire, unless earlier terminated by BR Properties in its sole discretion, at 11:59 p.m., New York City time, on February 17, 2016, unless extended by BR Properties (such time and date, as the same may be extended, the "Expiration Date"). Holders of the Notes who validly tender their Notes at or prior to 5:00 p.m., New York City time, on February 2, 2016, unless extended by BR Properties (such time and date, as the same may be extended, the "Early Tender Date") and do not validly withdraw such Notes, will be eligible to receive the Total Consideration (as defined below), which includes the Early Participation Payment (as defined below).
The "Total Consideration" for each U.S.$1,000 principal amount of the Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer will be U.S.$852.50. The Total Consideration includes an early participation payment equal to U.S.$30.00 for each U.S.$1,000 principal amount of the Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer (the "Early Participation Payment"). Holders of the Notes who 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 Participation Payment and will therefore be entitled to receive, for each U.S.$1,000 principal amount of Notes tendered, U.S.$822.50 (the "Tender Offer Consideration"), which is an amount equal to the Total Consideration less the Early Participation Payment. In addition to the applicable consideration, accrued and unpaid interest on the purchased Notes will be paid from the last interest payment date to, but not including, the applicable settlement date for such purchased Notes. The settlement dates for the Tender Offer will follow three business days after the Early Tender Date and Expiration Date, respectively.
If the aggregate principal amount of Notes tendered exceeds the Maximum Tender Amount, the acceptance of any tendered Notes will be subject to proration, as described in the Offer to Purchase.
Tendered Notes may be withdrawn from the Tender Offer at any time prior to 5:00 p.m., New York City time, on February 2, 2016, unless extended by BR Properties (such date and time, as it may be extended, the "Withdrawal Deadline"). Holders of Notes who validly tender their Notes after the Withdrawal Deadline but at or prior to the Expiration Date may not withdraw their Notes except in the limited circumstances described in the Offer to Purchase.
The Dealer Managers for the Tender Offer are Bradesco BBI and J.P. Morgan. Questions regarding the Tender Offer may be directed to Bradesco BBI at (212) 888-9145 (collect); or J.P. Morgan at (866) 834-2874 (toll free) or (212) 834-7279 (collect).
Copies of the Offer to Purchase and the Letter of Transmittal are being mailed to holders of the Notes. Additional copies of the Offer to Purchase or the Letter of Transmittal may be obtained from the Information and Tender Agent, D.F. King & Co., Inc., at (212) 269-5550, toll free at (877) 478-5046, or by e-mail at firstname.lastname@example.org.
BR Properties' obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions set forth in the Offer to Purchase and the related Letter of Transmittal. If any of the conditions are not satisfied, BR Properties will not be obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, in each event subject to applicable laws and may terminate the Tender Offer. In addition, subject to applicable law, BR Properties reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offer at any time or (ii) otherwise amend the Tender Offer in any respect at any time and from time to time. BR Properties further reserves the right, in its sole discretion, not to accept any tenders of Notes for any reason. The Tender Offer is not conditioned on the tender of a minimum principal amount of Notes.
About BR Properties
BR Properties is one of the main commercial real estate investment companies in Brazil. The Company is focused on acquiring, leasing, managing, developing and selling commercial properties, including office space, industrial warehouses and retail locations, located in Brazil's main metropolitan areas, especially São Paulo and Rio de Janeiro. BR Properties seeks to acquire strategically located commercial properties that have strong profitability and appreciation potential. BR Properties derives lease revenue though specialized, dynamic and proactive property management and adds value to its properties through improvements, expansion of leasable area, and occupation costs reduction.
Certain Information Regarding the Tender Offer
The information in this press release describing the Tender Offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Notes in the Tender Offer or any other security of BR Properties. The Tender Offer is being made only pursuant to the Offer to Purchase and the related materials that BR Properties will distribute to holders of the Notes. The Tender Offer is not being made in any jurisdiction in which the making of or acceptance thereof would not be in compliance with the securities laws, blue sky laws or other laws of such jurisdiction. Holders of the Notes should read the Offer to Purchase and the related materials carefully because they contain important information, including the various terms and conditions of the Tender Offer. None of BR Properties, the Dealer Managers or the Information and Tender Agent make any recommendation as to whether holders should tender or refrain from tendering their Notes. Holders must make their own decision as to whether to tender notes and, if so, the principal amount of the Notes to tender.
The Tender Offer has not been, and will not be, registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários, CVM). The Tender Offer will not be made in Brazil, except in circumstances that do not constitute a public offering under Brazilian laws and regulations.
Important Notice Regarding Forward-Looking Statements
This press release contains certain forward-looking statements. Statements that are not historical facts, including statements about our perspectives and expectations, are forward looking statements. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions, when related to BR Properties and its subsidiaries, indicate forward-looking statements. These statements reflect the current view of management and are subject to various risks and uncertainties. These statements are based on various assumptions and factors, including general economic, market, industry and operational factors. Any changes to these assumptions or factors may lead to practical results different from current expectations. Excessive reliance should not be placed on those statements. Forward-looking statements relate only to the date they were made and BR Properties undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
SOURCE BR Properties S.A.