SAO PAULO, May 15, 2016 /PRNewswire/ -- U.S.J. – Açúcar e Álcool S.A. (the "Company") announced today that it has extended its previously announced private offer to exchange (the "Exchange Offer") any and all of its outstanding 9.875% Senior Notes due 2019 (the "Existing Notes") for its newly issued 9.875%/12.00% Senior Secured PIK Toggle Notes due 2021 (the "New Notes") and its concurrent solicitation of consents (the "Consent Solicitation" and, together with the Exchange Offer, the "Offer") to certain proposed amendments (the "Proposed Amendments") to the indenture dated as of November 9, 2012, by and among the Company, the guarantor party thereto and The Bank of New York Mellon (the "Existing Notes Trustee"), as trustee, and The Bank of New York Mellon (Ireland) Limited, as Irish paying agent, pursuant to which the Existing Notes were issued (the "Existing Notes Indenture").
In order to allow sufficient time to conclude the process of registration and perfection of the collateral securing the New Notes, the Offer is being extended and will now expire at 5:00 p.m., New York City time, on May 16, 2016, unless further extended by the Company (such time and date, as the same may be extended, the "Expiration Date"). The Offer was previously scheduled to expire at 11:59 p.m., New York City time, on May 13, 2016. As of 5:00 p.m., New York City time, on May 13, 2016, Eligible Holders (as defined below) had validly tendered and delivered consents with respect to U.S.$245,696,000 in aggregate principal amount of the Existing Notes, representing 89.34% in aggregate principal amount of the outstanding Existing Notes.
The Company may, and currently intends to, waive the 90% minimum participation condition for consummation of the Offer. In addition, the Company has waived the condition to the Offer that Eligible Holders must deliver documentation consenting to an extrajudicial restructuring plan in order for their tender of Existing Notes to be valid. Eligible Holders are no longer required to deliver such documentation in order to validly tender their Existing Notes in the Offer.
In addition, on May 13, 2016, the Company, the guarantor party thereto and the Existing Notes Trustee entered into the first supplemental indenture to the Existing Notes Indenture with respect to the Proposed Amendments (the "Existing Notes Supplemental Indenture"). Tendered Existing Notes may no longer be withdrawn and consents to the Proposed Amendments may no longer be revoked. However, Eligible Holders who have not yet tendered Existing Notes or delivered consents may continue to do so through the Expiration Date.
The Offer is being made, and the New Notes are being offered and will be issued, only (a) in the United States to holders of Existing Notes who are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")) and (b) outside the United States to holders of Existing Notes who are persons other than U.S. persons in reliance upon Regulation S under the Securities Act. The holders of Existing Notes who have certified to the Company that they are eligible to participate in the Offer pursuant to at least one of the foregoing conditions are referred to as "Eligible Holders."
The Offer and the New Notes have not been, and will not be, registered with the Brazilian Comissão de Valores Mobiliários. The Offer and the New Notes are not offered or sold in Brazil, except in circumstances that do not constitute a public offering or unauthorized distribution under Brazilian laws and regulations.
The New Notes have not been registered under the Securities Act or any state securities laws. Accordingly, the New Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom.
The complete terms and conditions of the Company's offer to Eligible Holders are set forth in the Company's amended and restated exchange offer memorandum and consent solicitation statement, dated April 25, 2016 (as supplemented by the offering memorandum supplement dated May 2, 2016, the "Amended and Restated Exchange Offering Memorandum").
This press release is neither an offer to sell nor the solicitation of an offer to buy any security. This press release is also not a solicitation of any consent to the Proposed Amendments. The Offer is being made solely pursuant to the Amended and Restated Exchange Offering Memorandum. No recommendation is made as to whether the holders of Existing Notes should participate in the Offer.
D.F. King & Co., Inc. has been appointed as the information agent and the exchange agent for the Offer. Holders may contact the information agent to request the Amended and Restated Exchange Offering Memorandum and any related documents at (212) 269-5550 or toll free at (877) 283-0318.
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains statements that are forward-looking within the meaning of Section 27A of Securities Act 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 the Company that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although the Company believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to the Company's management, the Company cannot guarantee future results or events. The Company expressly disclaims a duty to update any of the forward-looking statements.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/usj----acucar-e-alcool-sa-announces-extension-of-the-exchange-offer-and-consent-solicitation-for-any-and-all-of-its-9875-senior-notes-due-2019-300268792.html
SOURCE U.S.J. - Acucar e Alcool S.A.