SAO PAULO, May 17, 2016 /PRNewswire/ -- U.S.J. – Açúcar e Álcool S.A. (the "Company") announced today the expiration and results of 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, as trustee, and The Bank of New York Mellon (Ireland) Limited, as Irish paying agent, pursuant to which the Existing Notes were issued.
As of the expiration of the Offer at 5:00 p.m., New York City time, on May 16, 2016, Eligible Holders (as defined below) had validly tendered and delivered consents with respect to U.S.$245,896,000 in aggregate principal amount of the Existing Notes, representing 89.42% of the outstanding Existing Notes. The Company has accepted for exchange, and will promptly pay the applicable consideration for, all of the Existing Notes validly tendered and not validly withdrawn on or prior to the expiration of the Offer. Settlement of the Exchange Offer is expected to occur on May 17, 2016. The Company will issue $197,032,000 in aggregate principal amount of New Notes in exchange for all of the Existing Notes tendered and accepted by the Company.
The Offer was made, and the New Notes were being offered and 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 certified to the Company that they were 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.
The complete terms and conditions of the Offer are set forth in the Company's amended and restated exchange offer memorandum, dated April 25, 2016 (as supplemented by the exchange offer memorandum supplement dated May 2, 2016).
D.F. King & Co., Inc. acted as the information agent and the exchange agent for the Offer.
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 Acucar e Alcool S.A.