Minerva Luxembourg S.A. Announces That HSBC Securities (USA) Inc. Has Launched A Tender Offer For Any And All Of Its 9.50% Notes Due 2017; A Tender Offer And Consent Solicitation For Any And All Of Its 10.875% Notes Due 2019; And A Tender Offer For Up To The 2022 Notes Maximum Tender Amount Of Its 12.250% Notes Due 2022, In Each Case, Of Minerva Luxembourg S.A.

SAO PAULO, Jan. 11, 2013 /PRNewswire/ -- Minerva Luxembourg S.A. ("Minerva Luxembourg"), a wholly-owned subsidiary of Minerva S.A. ("Minerva"), today 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 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 below) 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"). Each series of Notes is guaranteed by Minerva. 

In connection with the 2019 Notes Tender Offer, the Offeror is also soliciting (the "2019 Notes Consent Solicitation") the consents of the holders of the 2019 Notes to the adoption of certain 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.  The Proposed Amendments require the consents (the "Requisite Consents") of holders of a majority in aggregate principal amount of the outstanding 2019 Notes (excluding any 2019 Notes held by the Minerva Luxembourg or its affiliates). Holders who tender their 2019 Notes pursuant to the 2019 Notes Tender Offer will also be providing consents with respect to such 2019 Notes to the Proposed Amendments.

The 2019 Notes Consent Solicitation may be terminated if the Requisite Consents are not obtained, and in such case, the Proposed Amendments to the indenture governing the 2019 Notes will not become effective; however, the Offeror reserves the right in its sole discretion to accept and purchase 2019 Notes tendered pursuant to the concurrent 2019 Notes Tender Offer for an amount in cash equal to the 2019 Notes Total Consideration or the 2019 Notes Tender Offer Consideration (each as defined below), as applicable.

The following table sets forth the consideration for each series of Notes:

 

Title of Security

Aggregate Principal Amount Outstanding

Maximum Acceptance Limit

Total
Consideration
1

9.50% Notes due 2017

(CUSIP No. 603420 AA8 /

ISIN US603420 AA84)

(CUSIP No. G61473 AA5 /

ISIN USG61473 AA59)

U.S.$33,883,000

Any and All

U.S.$1,105.00

10.875% Notes due 2019 (CUSIP No. 603423 AA2 /

ISIN US603423 AA24)

(CUSIP No. G6147P AA6 /

ISIN USG6147P AA69)

U.S.$372,057,000

Any and All

U.S.$1,200.00

12.250% Notes due 2022

(CUSIP No. 603374 AA7 /

ISIN US603374 AA72)

(CUSIP No. L6401P AA1 /

ISIN USL6401P AA14)

U.S.$450,000,000

2022 Notes Maximum Tender Amount

U.S.$1,262.50

(1)  The amount to be paid for each U.S.$1,000 principal amount of applicable series of Notes validly tendered and accepted for purchase plus accrued and unpaid interest up to, but not including, the applicable settlement date ("Accrued Interest").  In each case, the Total Consideration includes an early tender payment of U.S.$30.00.

The 2017 Notes Tender Offer will expire at 12:00 Midnight, New York City time, on February 8, 2013, unless extended by the Offeror (such time and date, as the same may be extended, the "2017 Notes Expiration Date"). Holders of 2017 Notes who validly tender their 2017 Notes at or prior to 5:00 p.m., New York City time, on January 25, 2013, unless extended by the Offeror (such time and date, as the same may be extended, the "2017 Notes Early Tender Date"), will be eligible to receive the 2017 Notes Total Consideration (as defined below), which includes the 2017 Notes Early Tender Payment (as defined below), plus Accrued Interest. The 2019 Notes Tender Offer and related 2019 Notes Consent Solicitation will expire at 12:00 Midnight, New York City time, on February 8, 2013, unless extended by the Offeror (such time and date, as the same may be extended, the "2019 Notes Expiration Date"). Holders of 2019 Notes who validly tender their 2019 Notes and deliver their related consents to the Proposed Amendments at or prior to 5:00 p.m., New York City time, on January 25, 2013, unless extended by the Offeror (such time and date, as the same may be extended, the "2019 Notes Early Tender Date"), will be eligible to receive the 2019 Notes Total Consideration (as defined below), which includes the 2019 Notes Early Tender Payment (as defined below), plus Accrued Interest. The 2022 Notes Tender Offer will expire at 12:00 Midnight, New York City time, on February 8, 2013, unless extended by the Offeror (such time and date, as the same may be extended, the "2022 Notes Expiration Date"). Holders of 2022 Notes who validly tender their 2022 Notes at or prior to 5:00 p.m., New York City time, on January 25, 2013, unless extended by the Offeror (such time and date, as the same may be extended, the "2022 Notes Early Tender Date"), will be eligible to receive the 2022 Notes Total Consideration (as defined below), which includes the 2022 Notes Early Tender Payment (as defined below), plus Accrued Interest. Notes that have been validly tendered cannot be withdrawn and consents delivered pursuant to the 2019 Notes Consent Solicitation may not be revoked, except in each case, as may be required by applicable law.

The "2017 Notes Total Consideration" for each U.S.$1,000 principal amount of 2017 Notes validly tendered at or prior to the 2017 Notes Early Tender Date and accepted for purchase pursuant to the 2017 Notes Tender Offer will be U.S.$1,105.00. The 2017 Notes Total Consideration includes an early tender payment equal to U.S.$30.00 for each U.S.$1,000 principal amount of 2017 Notes validly tendered at or prior to the 2017 Notes Early Tender Date and accepted for purchase pursuant to the 2017 Notes Tender Offer (the "2017 Notes Early Tender Payment").  Holders of 2017 Notes who tender 2017 Notes after the 2017 Notes Early Tender Date but at or prior to the 2017 Notes Expiration Date and whose 2017 Notes are accepted for purchase will not be entitled to receive the 2017 Notes Early Tender Payment and will therefore be entitled to receive, for each U.S.$1,000 principal amount of 2017 Notes tendered, U.S.$1,075.00.

The "2019 Notes Total Consideration" for each U.S.$1,000 principal amount of 2019 Notes validly tendered at or prior to the 2019 Notes Early Tender Date and accepted for purchase pursuant to the 2019 Notes Tender Offer will be U.S.$1,200.00. The 2019 Notes Total Consideration includes an early tender payment equal to U.S.$30.00 for each U.S.$1,000 principal amount of 2019 Notes validly tendered at or prior to the 2019 Notes Early Tender Date and accepted for purchase pursuant to the 2019 Notes Tender Offer (the "2019 Notes Early Tender Payment"). Holders of 2019 Notes who 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 not be entitled to receive the 2019 Notes Early Tender Payment and will therefore be entitled to receive, for each U.S.$1,000 principal amount of 2019 Notes tendered, U.S.$1,170.00 (the "2019 Notes Tender Offer Consideration"). The valid tender of 2019 Notes by a 2019 Notes Holder pursuant to the 2019 Notes Tender Offer and the 2019 Notes Consent Solicitation will be deemed to constitute a consent by such 2019 Notes Holder to the Proposed Amendments; however, no separate consent fee is being paid to such consenting 2019 Notes Holders.

The "2022 Notes Total Consideration" for each U.S.$1,000 principal amount of 2022 Notes validly tendered at or prior to the 2022 Notes Early Tender Date and accepted for purchase pursuant to the 2022 Notes Tender Offer will be U.S.$1,262.50. The 2022 Notes Total Consideration includes an early tender payment equal to U.S.$30.00 for each U.S.$1,000 principal amount of 2022 Notes validly tendered at or prior to the 2022 Notes Early Tender Date and accepted for purchase pursuant to the 2022 Notes Tender Offer (the "2022 Notes Early Tender Payment"). Holders of 2022 Notes who tender 2022 Notes after the 2022 Notes Early Tender Date but at or prior to the 2022 Notes Expiration Date and whose 2022 Notes are accepted for purchase will not be entitled to receive the 2022 Notes Early Tender Payment and will therefore be entitled to receive, for each U.S.$1,000 principal amount of 2022 Notes tendered, U.S.$1,232.50 (the "2022 Notes Tender Offer Consideration").

Subject to the 2022 Notes Maximum Tender Amount and the other terms and conditions described in the Offer to Purchase, the Offeror intends to accept for payment all 2022 Notes validly tendered at or prior to the 2022 Notes Early Tender Date, and will only prorate such 2022 Notes if the aggregate amount of such 2022 Notes validly tendered exceeds the 2022 Notes Maximum Tender Amount. If the 2022 Notes Tender Offer is not fully subscribed as of the 2022 Notes Early Tender Date, 2022 Notes Holders who validly tender 2022 Notes after the 2022 Notes Early Tender Date may be subject to proration (as described in the Offer Documents (as defined below)).  Furthermore, if the 2022 Notes Tender Offer is fully subscribed as of the 2022 Notes Early Tender Date, 2022 Notes Holders who validly tender 2022 Notes after the 2022 Notes Early Tender Date will not have any of their 2022 Notes accepted for payment, provided that such 2022 Notes may be accepted if the Offeror increases the 2022 Notes Maximum Tender Amount, which it is entitled to do in its sole discretion.  There can be no assurance that the Offeror will increase the 2022 Notes Maximum Tender Amount.

Minerva Luxembourg has consented to the Offeror making the Tender Offers and the 2019 Notes Consent Solicitation described in the Offer Documents. Minerva Luxembourg is not making the Tender Offers or the 2019 Notes Consent Solicitation.  It is intended that the Notes purchased by the Offeror pursuant to the Tender Offers will be exchanged by the Offeror to Minerva Luxembourg for the issue of new notes by Minerva Luxembourg in an international capital markets offering, the consummation of which is subject to market conditions, and upon such transfer of the Notes, such Notes will be cancelled by Minerva Luxembourg. In connection with such transfer, the Offeror will deliver consents to the Proposed Amendment with respect to the aggregate principal amount of 2019 Notes so transferred to Minerva Luxembourg.  The purpose of these transactions is for Minerva Luxembourg to lengthen and smooth its debt maturity profile.

The obligation of the Offeror to purchase Notes in the Tender Offers is conditioned on the satisfaction or waiver of certain conditions described in the Offer Documents, including a new financing condition as described in the Offer Documents. None of the Tender Offers are conditioned upon the tender of any minimum principal amount of any series of Notes. However, the 2022 Notes Tender Offer is limited to the 2022 Notes Maximum Tender Amount. The Offeror has the right, in its sole discretion, to amend or terminate any of the Tender Offers and the 2019 Notes Consent Solicitation at any time. 

The terms and conditions of the Tender Offers and the 2019 Notes Consent Solicitation, 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 (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 the 2019 Notes Consent Solicitation (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 the 2019 Notes Consent Solicitation 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 the 2019 Notes Consent Solicitation.  Questions regarding the Tender Offers and the 2019 Notes Consent Solicitation 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 the 2019 Notes Consent Solicitation are being made solely by the Offeror pursuant to the Offer Documents.  The Tender Offers and the 2019 Notes Consent Solicitation 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 the 2019 Notes Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements, including statements regarding the terms of the Tender Offers, the 2019 Notes Consent Solicitation and the Proposed Amendments to the indenture governing the 2019 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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