Minerva Luxembourg S.A. Announces That HSBC Securities (USA) Inc. Has Increased The 2022 Notes Maximum Tender Amount To U.S.$850.0 Million (Less 2017 Notes Total Consideration And 2019 Notes Total Consideration Paid By The Offeror As Set Forth Below) And Is Now Soliciting The Consents Of The Holders Of The 2022 Notes To Certain Proposed Amendments To The 2022 Notes Indenture, In Each Case, In Connection With Its Tender Offer For Minerva Luxembourg S.A.'s 12.250% Notes Due 2022

SAO PAULO, Jan. 17, 2013 /PRNewswire/ -- Minerva Luxembourg S.A. ("Minerva Luxembourg"), a wholly-owned subsidiary of Minerva S.A. ("Minerva"), previously announced that HSBC Securities (USA) Inc. (the "Offeror") has commenced (i) an offer to purchase for cash (the "2017 Notes Tender Offer") any and all of Minerva Luxembourg's outstanding 9.50% Notes due 2017 (the "2017 Notes"), (ii) an offer to purchase for cash (the "2019 Notes Tender Offer") any and all of Minerva Luxembourg's outstanding 10.875% Notes due 2019 (the "2019 Notes") and (iii) an offer to purchase for cash (the "2022 Notes Tender Offer" and, together with the 2017 Notes Tender Offer and the 2019 Notes Tender Offer, the "Tender Offers") Minerva Luxembourg's outstanding 12.250% Notes due 2022 (the "2022 Notes" and, together with the 2017 Notes and the 2019 Notes, the "Notes") in an aggregate principal amount such that the amount of 2022 Notes Total Consideration and 2022 Notes Tender Offer Consideration (each as defined in the Offer Documents (as defined below)) paid by the Offeror does not exceed (x) U.S.$500.0 million less (y) the aggregate 2017 Notes Total Consideration and 2019 Notes Total Consideration (each as defined in the Offer Documents) paid by the Offeror to the holders of 2017 Notes and 2019 Notes, respectively, whose Notes were validly tendered and accepted for purchase on the applicable early settlement date pursuant to the 2017 Notes Tender Offer and the 2019 Notes Tender Offer, respectively (the "2022 Notes Maximum Tender Amount").

Minerva Luxembourg today announced that the Offeror has increased the 2022 Notes Maximum Tender Amount.  The Offeror will now accept for purchase 2022 Notes up to an aggregate principal amount such that the amount of 2022 Notes Total Consideration and 2022 Notes Tender Offer Consideration paid by the Offeror does not exceed (x) U.S.$850.0 million less (y) the aggregate 2017 Notes Total Consideration and 2019 Notes Total Consideration paid by the Offeror to the holders of 2017 Notes and 2019 Notes, respectively, whose Notes were validly tendered and accepted for purchase on the applicable early settlement date pursuant to the 2017 Notes Tender Offer and the 2019 Notes Tender Offer, respectively.

Minerva Luxembourg today also announced that, in connection with the 2022 Notes Tender Offer, the Offeror is now soliciting (the "2022 Notes Consent Solicitation") the consents of the holders of the 2022 Notes to the adoption of amendments (the "2022 Notes Proposed Amendments") to certain provisions, including certain restrictive covenants and events of defaults, of the indenture governing the 2022 Notes to conform such provisions to the corresponding provisions negotiated in connection with Minerva Luxembourg's proposed issuance of new notes due 2023 (the "New Notes") and set forth in Minerva Luxembourg's  Offering Memorandum, dated January 17, 2013, relating to the New Notes (the "Offering Memorandum").  The 2022 Notes Proposed Amendments will not modify, among other things, the redemption provisions or the change of control definition, in each case, contained in the 2022 Notes Indenture. The 2022 Notes Proposed Amendments require the consents (the "2022 Notes Requisite Consents") of holders of a majority in aggregate principal amount of the outstanding 2022 Notes (excluding any 2022 Notes held by Minerva Luxembourg or its affiliates).  Holders who tender their 2022 Notes pursuant to the 2022 Notes Tender Offer will also be providing consents with respect to such 2022 Notes to the 2022 Notes Proposed Amendments; however, no separate consent fee is being paid to such consenting 2022 Notes Holders.

The 2022 Notes Consent Solicitation may be terminated if the 2022 Notes Requisite Consents are not obtained, and in such case, the 2022 Notes Proposed Amendments to the indenture governing the 2022 Notes will not become effective; however, the Offeror reserves the right in its sole discretion to accept and purchase 2022 Notes tendered pursuant to the concurrent 2022 Notes Tender Offer for an amount in cash equal to the 2022 Notes Total Consideration or the 2022 Notes Tender Offer Consideration (each as defined in the Offer Documents), as applicable.

In connection with the 2019 Notes Tender Offer, the Offeror previously announced that it is also soliciting (the "2019 Notes Consent Solicitation" and, together with the 2022 Note Consent Solicitation, the "Consent Solicitations") the consents of the holders of the 2019 Notes to the adoption of amendments (the "2019 Notes Proposed Amendments" and, together with the 2022 Notes Proposed Amendments, the "Proposed Amendments") to the indenture governing the 2019 Notes to eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in such indenture. 

There are no other changes to the terms of the Tender Offers or the Consent Solicitations.

The terms and conditions of the Tender Offers and Consent Solicitations, as well as the Proposed Amendments, are described in the Offeror's Offer to Purchase and Consent Solicitation Statement, dated January 11, 2013, and the related Letter of Transmittal and Consent, as modified by the terms of this press release and the Supplement to the Offer to Purchase and Consent Solicitation Statement, dated January 17, 2013 (together, the "Offer Documents").  Copies of the Offer Documents are available to holders of Notes from D.F. King & Co., Inc., the information agent for the Tender Offers and Consent Solicitations (the "Information Agent").  Requests for copies of the Offer Documents should be directed to the Information Agent at +1 (800) 488-8035 (toll free), +1 (212) 269-5550 (collect) or Minerva@dfking.com.

The Offeror reserves the right, in its sole discretion, not to accept any tenders of Notes or deliveries of consents for any reason.  The Offeror is making the Tender Offers and Consent Solicitations only in those jurisdictions where it is legal to do so. 

Banco BTG Pactual – Cayman Branch ("BTG"), Credit Suisse Securities (USA) LLC ("Credit Suisse") and HSBC Securities (USA) Inc. ("HSBC") have been engaged to act as Dealer Managers and Solicitation Agents in connection with the Tender Offers and Consent Solicitations.  Questions regarding the Tender Offers and Consent Solicitations may be directed to BTG, Credit Suisse or HSBC at their telephone numbers set forth on the back cover of each of the Offer Documents.

Neither the Offer Documents nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents.  The Tender Offers and Consent Solicitations are being made solely by the Offeror pursuant to the Offer Documents.  The Tender Offers and Consent Solicitations are not being made to, nor will the Offeror accept tenders of Notes and deliveries of consents from, holders in any jurisdiction in which the Tender Offers and Consent Solicitations or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.  The offering of the New Notes is being made solely pursuant to Minerva Luxembourg's Offering Memorandum.

NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements, including statements regarding the terms of the Tender Offers and Consent Solicitations, the Proposed Amendments and the offering of the New Notes. These statements are merely projections and as such are based exclusively on management's expectations for Minerva, the business of the Offeror and Minerva and the proposed transactions discussed herein. These forward-looking statements depend materially on changes in market conditions, government regulations, pressures from competitors and the performance of the industry and the Brazilian economy, among other factors, many of which are outside Minerva's control or ability to predict, that could cause actual results to differ materially from such statements. All forward-looking statements speak only as of the date on which they are made. Given these uncertainties, you should not place undue reliance on the forward-looking statements. Minerva disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

 

SOURCE Minerva Luxembourg S.A.




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