Usinas Siderurgicas de Minas Gerais S.A. - USIMINAS, Through Its Subsidiaries Usiminas Galvanized Steel A/S and Usiminas Electrogalvanized Steel A/S, Announces Final Results of Tender Offers for Any and All of 8.25% Senior Notes Due 2016 and for up to the 2018 Notes Maximum Tender Amount of 7.25% Notes Due 2018
BELO HORIZONTE, Brazil, Nov. 7, 2013 /PRNewswire/ -- Usinas Siderurgicas de Minas Gerais S.A. — USIMINAS., through its Danish subsidiaries Usiminas Galvanized Steel A/S and Usiminas Electrogalvanized Steel A/S (together, the "Purchasers"), today announced the final results of its previously announced (i) offer to purchase for cash (the "2016 Notes Tender Offer") any and all outstanding 8.25% Senior Notes due 2016 issued by Cosipa Commercial Ltd. under its U.S.$500,000,000 Global Medium-Term Note Program (the "2016 Notes") and (ii) offer to purchase for cash (the "2018 Notes Tender Offer" and, together with the 2016 Notes Tender Offer, the "Tender Offers") outstanding 7.25% Notes due 2018 (the "2018 Notes" and, together with the 2016 Notes, the "Notes") issued by Usiminas Commercial Ltd. in an aggregate principal amount of up to the amount equal to (x) U.S.$400.0 million less (y) the aggregate principal amount of 2016 Notes accepted for purchase pursuant to the 2016 Notes Tender Offer (the "2018 Notes Maximum Tender Amount"). The Tender Offers expired at 5:00 p.m., New York City time, on November 7, 2013 (the "Expiration Time").
The Purchasers have been advised that as of the Expiration Time (i) U.S.$124,209,000 in aggregate principal amount of the 2016 Notes, or approximately 62.10% of the 2016 Notes outstanding as of the launch of the 2016 Notes Tender Offer, had been validly tendered pursuant to the 2016 Notes Tender Offer and (ii) U.S.$220,206,000 in aggregate principal amount of the 2018 Notes, or approximately 55.05% of the 2018 Notes outstanding as of the launch of the 2018 Notes Tender had been validly tendered pursuant to the 2018 Notes Tender Offer.
The Tender Offers were made pursuant to the Offer to Purchase, dated October 1, 2013, the related Letter of Transmittal and the Press Release dated October 25, 2013 relating to the increased tender offer amount in respect of the Tender Offers and extension of the expiration period (together, the "Offer Documents"). Full details of the original terms and conditions of the Tender Offers are included in the Offer Documents.
Holders of 2016 Notes who have validly tendered their 2016 Notes at or prior to the Expiration Time are eligible to receive the 2016 Notes Total consideration described in the Offer Documents, plus accrued and unpaid interest up to, but not including, the settlement date for the 2016 Notes, which is expected to be on or about November 13, 2013 (the "2016 Notes Settlement Date"). The Purchasers intend to pay for all 2016 Notes validly tendered and accepted for purchase pursuant to the 2016 Notes Tender Offer on the 2016 Notes Settlement Date, subject to the satisfaction or waiver of certain conditions, as further discussed in the Offer to Purchase.
Holders of 2018 Notes who have validly tendered their 2018 Notes at or prior to the Expiration Time are eligible to receive the 2018 Notes Total consideration described in the Offer Documents, plus accrued and unpaid interest up to, but not including, the settlement date for the 2018 Notes, which is expected to be on or about November 13, 2013 (the "2018 Notes Settlement Date"). The Purchasers intend to pay for all 2018 Notes validly tendered and accepted for purchase pursuant to the 2018 Notes Tender Offer on the 2018 Notes Settlement Date, subject to the satisfaction or waiver of certain conditions, as further discussed in the Offer to Purchase.
Copies of the Offer Documents are available to holders of Notes from D.F. King & Co., Inc., the information agent for the Tender Offers (the "Information Agent"). Requests for copies of the Offer Documents should be directed to the Information Agent at +1 (800) 967-7921 (toll free) or +1 (212) 269-5550 (collect).
Usiminas has retained Santander Investment Securities Inc. to act as sole dealer manager (the "Sole Dealer Manager") in connection with the Tender Offers. Questions regarding the Tender Offers may be directed to the Sole Dealer Manager +1 (212) 407‑7822 (collect). 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.
Usiminas reserves the right, in its sole discretion, not to accept any tenders of the Notes for any reason.
This announcement is not an offer to purchase or a solicitation of an offer to sell. The Tender Offers were made solely pursuant to the Offer Documents. The Tender Offers were not made to, nor has Usiminas accepted tenders of Notes from, holders in any jurisdiction in which the Tender Offers or the acceptance thereof were not in compliance with the securities or blue sky laws of such jurisdiction.
Founded 57 years ago and present in the entire steel production chain, Usiminas is the largest flat steel complex in Latin America. Usiminas is a low‑cost producer of flat rolled products, including slabs, hot and cold rolled coils and sheets, plates, heavy plates and galvanized products, used by manufacturers in the automobile, home appliance, civil construction and other industrial and consumer industries. Usiminas' steel products are manufactured in two facilities: the Intendente Camara Plant, located in the city of Ipatinga in the state of Minas Gerais and the Jose Bonifacio de Andrada e Silva Plant, located in the city of Cubatao in the state of Sao Paulo, both in Brazil. Usiminas is focused on four major business lines: (i) mining, (ii) steelmaking, (iii) steel transformation, and (iv) capital goods.
Usiminas files annual, interim and other reports with the Brazilian Comissao de Valores Mobiliarios – CVM and these reports are available at http://www.cvm.gov.br. Any such reports do not form part of the Offer to Purchase of the Tender Offers.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS STATEMENTS THAT ARE FORWARD-LOOKING 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. FORWARD-LOOKING STATEMENTS ARE ONLY PREDICTIONS AND ARE NOT GUARANTEES OF FUTURE PERFORMANCE. INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE AND WILL BE, AS THE CASE MAY BE, SUBJECT TO MANY RISKS, UNCERTAINTIES AND FACTORS RELATING TO USIMINAS THAT MAY CAUSE THE ACTUAL RESULTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS EXPRESSED OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. ALTHOUGH USIMINAS BELIEVES THAT THE EXPECTATIONS AND ASSUMPTIONS REFLECTED IN THE FORWARD-LOOKING STATEMENTS ARE REASONABLE BASED ON INFORMATION CURRENTLY AVAILABLE TO USIMINAS'S MANAGEMENT, USIMINAS CANNOT GUARANTEE FUTURE RESULTS OR EVENTS. USIMINAS EXPRESSLY DISCLAIMS A DUTY TO UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS.
SOURCE Usinas Siderurgicas de Minas Gerais S.A.