Minerva S.A. Announces Expiration and Final Results of its Consent Solicitation Relating to its 6.500% Senior Notes Due 2026 and 5.875% Senior Notes Due 2028

SÃO PAULO, April 9, 2019 /PRNewswire/ -- Minerva S.A. ("Minerva") today announced the expiration and final results in connection with its previously announced consent solicitation relating to the (1) indenture (the "2026 Notes Indenture") governing its U.S.$1,289,042,000 aggregate principal amount of 6.500% Senior Notes due 2026 (the "2026 Notes") and (2) indenture (the "2028 Notes Indenture" and, together with the 2026 Notes Indenture, the "Indentures") governing its U.S.$476,023,000 aggregate principal amount of 5.875% Senior Notes due 2028 (the "2028 Notes" and, together with the 2026 Notes, the "Notes").

The expiration time for the Consent Solicitation occurred at 5:00 p.m., New York City time, on April 9, 2019 (the "Expiration Time").  All holders who validly delivered (and did not validly revoke) their consents on or prior to the Expiration Time will be eligible to receive a cash payment equal to U.S.$7.50 for each U.S.$1,000 principal amount of Notes validly consented to (and not validly revoked).  Minerva intends to pay the Consent Fee on April 11, 2019.

Minerva has been advised that, as of the Expiration Time, (1) U.S.$1,058,676,000 in aggregate principal amount of the 2026 Notes, or 82.13% of the outstanding 2026 Notes (excluding any 2026 Notes that are held by Minerva or any of its affiliates) and (2) U.S.$434,032,000 in aggregate principal amount of the 2028 Notes, or 91.18% of the outstanding 2028 Notes (excluding any 2028 Notes that are held by Minerva or any of its affiliates), had been validly consented to (and not validly revoked) pursuant to the Consent Solicitation.

Copies of the Consent Solicitation Statement, dated March 27, 2019 (as amended by the press release, dated April 2, 2019, the "Solicitation Statement") are available to holders of Notes from D.F. King & Co., Inc., the tabulation agent and information agent for the Consent Solicitation (the "Information Agent"). Requests for copies of the Solicitation Statement should be directed to the Information Agent at +1 (800) 290-6427 (toll free), +1 (212) 269-5550 (collect) or [email protected].

BB Securities Limited ("BB Securities"), Banco Bradesco BBI S.A. ("Bradesco BBI") and Banco BTG Pactual S.A.—Cayman Branch ("BTG") have been engaged to act as solicitation agents in connection with the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to BB Securities, Bradesco BBI or BTG at their respective telephone numbers set forth on the back cover of the Solicitation Statement.

Neither the Solicitation Statement 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 Solicitation Statement or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Consent Solicitation was conducted on the terms, and subject to the conditions, set forth in the Solicitation Statement.   This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of Notes or consents.

Minerva S.A.
Media Contact: Edison Ticle
Phone: +55 11 3074 2444
Email: [email protected]  

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements, including statements regarding the terms of the Consent Solicitation and the proposed amendments and waivers to the indentures governing the Notes. These statements are merely projections and as such are based exclusively on management's expectations for Minerva and its business 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 S.A.