2014

Votorantim Industrial S.A. Launches Tender Offer For Any And All Of Its 6.625% Senior Notes Due 2019; Voto-Votorantim Overseas Trading Operations IV Limited Launches Tender Offer And Consent Solicitation For Any And All Of Its 7.75% Notes Due 2020; And Companhia Brasileira De Aluminio Launches Tender Offer And Consent Solicitation For Any And All Of Its 6.75% Senior Notes Due 2021.

SAO PAULO, June 3, 2014 /PRNewswire/ -- Votorantim Industrial S.A. (the "2019 Notes Offeror"), a subsidiary of Votorantim Participacoes S.A. ("VPar"), today announced  that (i) it has commenced an offer to purchase for cash (the "2019 Notes Tender Offer") any and all of its outstanding 6.625% Senior Notes due 2019 (the "2019 Notes"); (ii) Voto-Votorantim Overseas Trading Operations IV Limited (the "2020 Notes Offeror"), a subsidiary of VPar, has commenced an offer to purchase for cash (the "2020 Notes Tender Offer") any and all of its outstanding 7.75% Notes due 2020 (the "2020 Notes"); and (iii) Companhia Brasileira de Aluminio (the "2021 Notes Offeror" and, together with the 2019 Notes Offeror and the 2020 Notes Offeror, the "Offerors"), a subsidiary of VPar, has commenced an offer to purchase for cash (the "2021 Notes Tender Offer" and, together with the 2019 Notes Tender Offer and the 2021 Notes Tender Offer, the "Tender Offers") any and all of its outstanding 6.75% Senior Notes due 2021 (the "2021 Notes"). The 2019 Notes are unconditionally guaranteed by VPar, Votorantim Cimentos S.A. ("VC") and the 2021 Notes Offeror. The 2020 Notes are unconditionally and irrevocably guaranteed by VPar, VC and Fibria Celulose S.A. ("Fibria"). The 2021 Notes are unconditionally guaranteed by VPar and VC.

In connection with the 2020 Notes Tender Offer, the 2020 Notes Offeror is also soliciting the consents (the "2020 Notes Consent Solicitation") of the holders of the 2020 Notes (the "2020 Notes Holders") to the adoption of certain amendments (the "2020 Notes Proposed Amendments") to the indenture governing the 2020 Notes to eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in such indenture. The 2020 Notes Proposed Amendments require the consents (the "2020 Notes Requisite Consents") of 2020 Notes Holders of a majority in aggregate principal amount of the 2020 Notes outstanding (excluding any 2020 Notes held by the 2020 Notes Offeror or its affiliates). 2020 Notes Holders who tender their 2020 Notes pursuant to the 2020 Notes Tender Offer will also be providing consents with respect to the related 2020 Notes to the 2020 Notes Proposed Amendments.

The 2020 Notes Consent Solicitation will be terminated if the 2020 Notes Requisite Consents are not obtained and, in such case, the 2020 Notes Proposed Amendments to the indenture governing the 2020 Notes will not become effective. However, the 2020 Notes Offeror reserves the right in its sole discretion to accept and purchase 2020 Notes tendered pursuant to the concurrent 2020 Notes Tender Offer for an amount in cash equal to the 2020 Notes Consideration (as defined below).

In connection with the 2021 Notes Tender Offer, the 2021 Notes Offeror is also soliciting the consents (the "2021 Notes Consent Solicitation" and, together with the 2020 Notes Consent Solicitation, the "Consent Solicitations") of the holders of the 2021 Notes (the "2021 Notes Holders" and, together with the 2019 Notes Holders and the 2020 Notes Holders, the "Holders") to the adoption of certain amendments (the "2021 Notes Proposed Amendments" and, together with the 2020 Notes Proposed Amendments, the "Proposed Amendments") to the indenture governing the 2021 Notes to eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in such indenture. The 2021 Notes Proposed Amendments require the consents (the "2021 Notes Requisite Consents") of 2021 Notes Holders of a majority in aggregate principal amount of the 2021 Notes outstanding (excluding any 2021 Notes held by the 2021 Notes Offeror or its affiliates). 2021 Notes Holders who tender their 2021 Notes pursuant to the 2021 Notes Tender Offer will also be providing consents with respect to the related 2021 Notes to the 2021 Notes Proposed Amendments.

The 2021 Notes Consent Solicitation will be terminated if the 2021 Notes Requisite Consents are not obtained and, in such case, the 2021 Notes Proposed Amendments to the indenture governing the 2021 Notes will not become effective. However, the 2021 Notes Offeror reserves the right in its sole discretion to accept and purchase 2021 Notes tendered pursuant to the concurrent 2021 Notes Tender Offer for an amount in cash equal to the 2021 Notes Consideration (as defined below).

The following table sets forth the consideration for each series of Notes:

 

     Title of Security

 Aggregate Principal

Amount Outstanding1

Maximum Acceptance Limit

Consideration2

 

 6.625% Senior Notes due 2019

(CUSIPs: 92908V AA9; G9393U AA0 / ISINs: US92908V AA98; USG9393U AA00)

 

U.S.$325,326,000

 

Any and All

U.S.$1,165.00

 

 7.75% Notes due 2020

(CUSIPs: 92908K AA3; G93932 AA2 /

ISINs: US92908K AA34; USG93932 AA24)

 

 

U.S.$316,903,000

 

Any and All

 

U.S.$1,227.503

 

 6.75% Senior Notes due 2021

(CUSIPs: 92911H AA5; G9400P AA2 /

 ISINs: US92911H AA59; USG9400P AA24)

 

U.S.$418,246,000

 

Any and All

 

U.S.$1,192.504

(1)  Amounts include (i) U.S.$74.0 million of 2019 Notes held by the 2019 Notes Offeror or its affiliates and (ii) U.S.$94.0 million of 2021 Notes held by the 2021 Notes Offeror or its affiliates.

(2)  The amount to be paid for each U.S.$1,000 principal amount of applicable series of Notes validly tendered and accepted for purchase, plus accrued and unpaid interest.

(3)  The consideration for the 2020 Notes includes the 2020 Notes Consent Payment (as defined below).

(4)  The consideration for the 2021 Notes includes the 2021 Notes Consent Payment (as defined below).

The 2019 Notes Tender Offer will expire at 12:01 a.m., New York City time, on June 11, 2014, unless extended by the 2019 Notes Offeror (such time and date, as it may be extended, the "2019 Notes Expiration Date"). 2019 Notes Holders who validly tender their 2019 Notes at or prior to the 2019 Notes Expiration Date will be eligible to receive the 2019 Notes Consideration, plus accrued and unpaid interest up to, but not including, the settlement date. The 2020 Notes Tender Offer will expire at 12:01 a.m., New York City time, on June 11, 2014, unless extended by the 2020 Notes Offeror (such time and date, as it may be extended, the "2020 Notes Expiration Date"). 2020 Notes Holders who validly tender their 2020 Notes at or prior to the 2020 Notes Expiration Date will be eligible to receive the 2020 Notes Consideration, which includes the 2020 Notes Consent Payment (as defined below), plus accrued and unpaid interest up to, but not including, the settlement date. The 2021 Notes Tender Offer will expire at 12:01 a.m., New York City time, on June 11, 2014, unless extended by the 2021 Notes Offeror (such time and date, as it may be extended, the "2021 Notes Expiration Date"). 2021 Notes Holders who validly tender their 2021 Notes at or prior to the 2021 Notes Expiration Date will be eligible to receive the 2021 Notes Consideration, which includes the 2021 Notes Consent Payment (as defined below), plus accrued and unpaid interest up to, but not including, the settlement date. 

2019 Notes tendered pursuant to the 2019 Notes Tender Offer cannot be withdrawn, except as may be required by applicable law. 2020 Notes tendered pursuant to the 2020 Notes Tender Offer may be withdrawn, and related consents delivered pursuant to the 2020 Notes Consent Solicitation will be revoked, at any time prior to the 2020 Notes Expiration Date, but not thereafter, except as may be required by applicable law. 2021 Notes tendered pursuant to the 2021 Notes Tender Offer may be withdrawn, and related consents delivered pursuant to the 2021 Notes Consent Solicitation will be revoked, at any time prior to the 2021 Notes Expiration Date, but not thereafter, except as may be required by applicable law. The withdrawal of 2020 Notes or 2021 Notes at or prior to the applicable Expiration Date will result in a revocation of the related consents. In order for a 2020 Notes Holder or 2021 Notes Holder to revoke a consent, such Holder must withdraw the related tendered Notes.

The "2019 Notes Consideration" for each U.S.$1,000 principal amount of 2019 Notes validly tendered prior to the 2019 Notes Expiration Date and accepted for purchase pursuant to the 2019 Notes Tender Offer will be U.S.$1,165.00. The "2020 Notes Consideration" for each U.S.$1,000 principal amount of 2020 Notes validly tendered prior to the 2020 Notes Expiration Date and accepted for purchase pursuant to the 2020 Notes Tender Offer will be U.S.$1,227.50, which includes a consent payment equal to U.S.$30.00 for each U.S.$1,000 principal amount of 2020 Notes accepted for purchase pursuant to the 2020 Notes Tender Offer (the "2020 Notes Consent Payment"). The "2021 Notes Consideration" for each U.S.$1,000 principal amount of 2021 Notes validly tendered prior to the 2021 Notes Expiration Date and accepted for purchase pursuant to the 2021 Notes Tender Offer will be U.S.$1,192.50, which includes a consent payment equal to U.S.$30.00 for each U.S.$1,000 principal amount of 2021 Notes accepted for purchase pursuant to the 2021 Notes Tender Offer (the "2021 Notes Consent Payment").

Each Offeror's obligation to purchase Notes in the applicable Tender Offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer Documents. None of the Tender Offers are conditioned upon the tender of any minimum principal amount of Notes of such series or of the other series. Each Offeror has the right, in its sole discretion, to amend or terminate the applicable Tender Offer or the applicable Consent Solicitation at any time.

The terms and conditions of the Tender Offers and the Consent Solicitations, as well as the Proposed Amendments, are described in the Offer to Purchase and Consent Solicitation Statement, dated June 3, 2014, and the related Letter of Transmittal and Consent (together, the "Offer Documents"). Copies of the Offer Documents are available to Holders from D.F. King & Co., Inc., the information agent for the Tender Offers and the Consent Solicitations (the "Information Agent"). Requests for copies of the Offer Documents should be directed to the Information Agent in New York at +1 (800) 967-4604 (toll free) or +1 (212) 269-5550 (collect); in London at +44 207 920 9700 (collect); or at voto@dfking.com.

Each Offeror reserves the right, in its sole discretion, not to accept any tenders of applicable Notes or deliveries of related consents for any reason. Each Offeror is making the applicable Tender Offer and the applicable Consent Solicitation only in those jurisdictions where it is legal to do so. 

The Offerors have retained Banco Bradesco BBI S.A. ("Bradesco BBI"), BB Securities Limited ("BB Securities"), Citigroup Global Markets Inc. ("Citigroup"), Mitsubishi UFJ Securities (USA), Inc. ("Mitsubishi UFJ Securities"), Morgan Stanley & Co. LLC ("Morgan Stanley") and Banco Votorantim Securities, Inc. ("Banco Votorantim") to act as Dealer Managers in connection with the Tender Offers and as Solicitation Agents in connection with the Consent Solicitations. Questions regarding the Tender Offers and the Consent Solicitations may be directed to Bradesco BBI at +1 (212) 888-9145 (collect); BB Securities Ltd. at + (44) 207-367-5832 (collect); Citigroup at +1 (800) 558‑3745 (toll free) or +1 (212) 723‑6106 (collect); Mitsubishi UFJ Securities at +1 (877) 744-4532 (toll free) or +1 (212) 405-7481 (collect); Morgan Stanley at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect); and Banco Votorantim at +1 (212) 339-7390 (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.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents. The Tender Offers and the Consent Solicitations are being made solely pursuant to the Offer Documents. The Tender Offers and the Consent Solicitations are not being made to, nor will the Offerors accept tenders of Notes and deliveries of consents from, Holders in any jurisdiction in which the Tender Offers and the Consent Solicitations or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

About the Offerors

The 2019 Notes Offeror, together with its subsidiaries (including the 2020 Notes Offeror and 2021 Notes Offeror) is a privately held conglomerate in Latin America that is a market leader in each of its main business segments: cement; non-ferrous metals, such as zinc, aluminum, nickel and copper; and pulp (through a company that the 2019 Notes Offeror jointly controls), and also has significant steel and power generation operations. The Offerors are subsidiaries of VPar, which is controlled by the Ermirio de Moraes family.

NOTICE 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 VPar, the Offerors and their affiliates that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although the Offerors believe that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to the Offerors' management, the Offerors cannot guarantee future results or events. The Offerors expressly disclaim a duty to update any of the forward-looking statements.

SOURCE Votorantim Participacoes S.A.




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