SAO PAULO, April 25, 2016 /PRNewswire/ -- U.S.J. – Açúcar e Álcool S.A. (the "Company") announced today that it has extended and amended 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") and its concurrent solicitation of consents (the "Consent Solicitation") to certain proposed amendments with respect 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, 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").
Under the amended terms of the transaction, in addition to the Exchange Offer and the Consent Solicitation, the Company is soliciting (the "Plan Approval Solicitation" and, together with the Exchange Offer and the Consent Solicitation, the "Offer") approvals with respect to an extrajudicial restructuring plan (the "Plan") pursuant to a potential recuperação extrajudicial proceeding under the applicable provisions of Brazilian Federal Law No. 11.101/05, which subsequently may be submitted to a U.S. bankruptcy court for recognition pursuant to Chapter 15 of Title 11 of the United States Code. In connection therewith, the Consent Solicitation now includes a limited waiver of the bankruptcy event of default provision in the Existing Notes Indenture, solely to permit the Company to commence and continue the applicable proceedings before the applicable bankruptcy courts for confirmation and implementation of the Plan by no later than October 31, 2016.
If holders representing more than 90% of the aggregate principal amount of the Existing Notes participate in the Exchange Offer and the Exchange Offer is consummated, Eligible Holders will now be eligible to receive the exchange consideration of U.S.$750.00 in aggregate principal amount of newly issued 9.875%/12.00% Senior Secured PIK Toggle Notes due 2021 (the "New Notes") for each U.S.$1,000 in aggregate principal amount of Existing Notes validly tendered on or prior to the Expiration Date (as defined below) and accepted for exchange. In addition, any accrued and unpaid interest on the Existing Notes accepted for exchange from the last date on which interest has been paid on the Existing Notes up to but excluding the settlement date will be added to the principal amount of the New Notes.
If holders representing more than 60% but less than 90% of the aggregate principal amount of the Existing Notes participate in the Exchange Offer, the Company receives certain corporate approvals and the bankruptcy courts approve the Plan, Eligible Holders, subject to certain conditions, will now be eligible to receive the consideration of U.S.$700.00 in aggregate principal amount of New Notes for each U.S.$1,000 in aggregate principal amount of Existing Notes validly tendered on or prior to the Expiration Date. In this case, holders of the Existing Notes will only receive the New Notes after the Plan is approved by the bankruptcy courts.
The Offer will now expire at 11:59 p.m., New York City time, on May 6, 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 2, 2016. As of 5:00 p.m., New York City time, on April 25, 2016, Eligible Holders had validly tendered and delivered consents with respect to U.S.$59,453,000 in aggregate principal amount of the Existing Notes.
The complete amended and restated terms and conditions of the Company's offer to Eligible Holders, including amendments to the terms of the New Notes, are set forth in the Company's amended and restated exchange offer memorandum, consent solicitation statement and statement soliciting approval of an extrajudicial restructuring plan, dated April 25, 2016 (the "Amended and Restated Exchange Offering Memorandum").
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.
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 to the Existing Notes Indenture. 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.
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SOURCE U.S.J. - Acucar e Alcool S.A.