SAO PAULO, April 19, 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 2019 (the "New Notes") and its concurrent solicitation of consents (the "Consent Solicitation" and, together with the Exchange Offer, the "Offer") 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"). The proposed amendments will eliminate substantially all of the restrictive covenants and certain events of default and related provisions under the Existing Notes Indenture. Any Eligible Holder (as defined below) who tenders Existing Notes for exchange must also deliver its consent to the proposed amendments.
The Offer will now expire at 11:59 p.m., New York City time, on May 2, 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 April 18, 2016 (the "Previous Expiration Date"). All Existing Notes previously tendered and related consents previously delivered will remain so tendered and delivered, and no other action with respect to such Existing Notes is required. Eligible Holders who validly tendered their Existing Notes and delivered their consents at or prior to 5:00 p.m., New York City time, on March 28, 2016 (the "Early Expiration Date"), are eligible to receive the total exchange consideration of U.S.$650.00 in principal amount of New Notes for each U.S.$1,000 in principal amount of Existing Notes accepted for exchange. Eligible Holders who validly tender their Existing Notes and deliver their consents after the Early Expiration Date, but at or prior to the Expiration Date, are eligible to receive the exchange consideration of U.S.$600.00 in principal amount of New Notes for each U.S.$1,000 in principal amount of Existing Notes accepted for exchange. As of the Previous Expiration Date, Eligible Holders had validly tendered and delivered consents with respect to U.S.$59,453,000 in aggregate principal amount of the Existing Notes.
Tendered Existing Notes may not be withdrawn and consents may not be revoked subsequent to the time of execution and delivery of the supplemental indenture containing the proposed amendments to the Existing Notes Indenture, except as required by applicable law. Prior to such time, if a holder withdraws its tendered Existing Notes, such holder will be deemed to have revoked its consents and may not deliver consents without re-tendering its Existing Notes.
The consummation of the Offer is conditioned upon the valid tender, without subsequent withdrawal, of at least 90% of the aggregate principal amount of the outstanding Existing Notes. The consummation of the Offer is also subject to the perfection of the mortgage on the collateral securing the New Notes and the receipt of required waivers from certain creditors to permit the Company to issue the New Notes and perfect the mortgage on the collateral securing the New Notes, and the satisfaction or waiver of certain other conditions. In addition, the Company has the right to terminate, withdraw or extend the Offer in its sole discretion, subject to applicable law.
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 offering memorandum. No recommendation is made as to whether the holders of Existing Notes should tender their Existing Notes for exchange and deliver their consents 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 eligibility letter 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.