Boldini Ltd. Announces Exchange Offer

RIO DE JANEIRO, May 12, 2016 /PRNewswire/ -- Boldini Ltd. ("Boldini") announced today that it has commenced an exchange offer (the "Exchange Offer") pursuant to which it is offering to exchange any and all of its outstanding 3.60% Export Ship Financing Obligations, 2011 Series, due July 19, 2035 (CUSIP No. 09751W AA9) (the "Original Obligations") for its 3.85% Export Ship Financing Obligations, 2016 Series, due January 19, 2036 (the "Exchange Obligations").  As more fully described below, payment of principal and interest on the Exchange Obligations will be guaranteed by the United States of America under Chapter 537 of Title 46 of the United States Code.  The terms and conditions of the Exchange Offer are described in Boldini's offering circular dated May 12, 2016 (as it may be amended or supplemented, the "Offering Circular").  The offering and issuance of the Exchange Obligations is exempt, pursuant to Section 3(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), from the registration requirements of the Securities Act.

Subject to the terms and conditions described in the Offering Circular, the Exchange Offer will expire, unless extended or earlier terminated by Boldini in its sole discretion, at 5:00 p.m., New York City time, on May 26, 2016, unless extended by Boldini (such time and date, as the same may be extended, the "Expiration Date").  Holders of Original Obligations who tender their Original Obligations in exchange for the Exchange Obligations at or prior to the Expiration Date will receive U.S.$1,000 of Exchange Obligations for each remaining U.S.$1,000 in Original Obligations tendered.  Tendered Original Obligations may be withdrawn from the Exchange Offer at or prior to the Expiration Date.  Boldini expects to deliver the Exchange Obligations as promptly as possible after the Expiration Date, and no later than July 19, 2016.  The Exchange Offer is subject to the satisfaction or waiver of the conditions set forth in the Offering Circular, which may be waived by Boldini in its sole discretion.

Notwithstanding any other provision of the Exchange Offer, Boldini's obligation to accept Original Obligations validly tendered (and not validly withdrawn) in exchange for Exchange Obligations pursuant to the Exchange Offer is conditioned upon there being validly tendered and not validly withdrawn at least sixty percent (60%) in aggregate principal amount of the Original Obligations (the "Minimum Tender Condition").  Boldini may waive the Minimum Tender Condition in its sole discretion. 

The terms of the Exchange Obligations are substantially identical to the Original Obligations, except that: (1) the Original Obligations bear interest at a rate per annum of 3.60%, whereas the Exchange Obligations will bear interest at a rate per annum of 3.85%; (2) the Original Obligations will be retired through thirty nine future level payments of principal on each January 19 and July 19, each payment equal to approximately 2.56% of the principal amount of the Original Obligations outstanding after the consummation of the Exchange Offer, whereas the Exchange Obligations will be retired through thirty two future level payments of principal on each January 19 and July 19 beginning July 19, 2020, each payment equal to approximately 3.13% of the principal amount of the Exchange Obligations issued in the Exchange Offer; and (3) the Original Obligations are entitled to interest payable semi-annually in arrears on each January 19 and July 19 until the maturity date of July 19, 2035, whereas the first interest payment date on the Exchange Obligations will be January 19, 2017 for all accrued but unpaid interest from and including January 20, 2016 to and including January 19, 2017; thereafter, interest on the Exchange Obligations will be paid semi-annually in arrears on each January 19 and July 19 until the maturity date of January 19, 2036.  The terms of the Exchange Offer, the Original Obligations and the Exchange Obligations are set forth in more detail in Boldini's Offering Circular.

Payment of principal and interest on the Exchange Obligations will be guaranteed by the United States of America under Chapter 537 of Title 46 of the United States Code, which expressly provides: "The full faith and credit of the United States Government is pledged to the payment of a guarantee made under this chapter, for both principal and interest, including interest (as may be provided for in the guarantee) accruing between the date of default under a guaranteed obligation and the date of payment in full of the guarantee".  Payment of principal and interest on the Original Obligations is also guaranteed by the United States of America on a substantially similar basis. 

Boldini reserves the right to extend the Expiration Date or terminate or amend the Exchange Offer for any reason.  Boldini will announce any extension, amendment or termination of the Exchange Offer by issuing a press release. 

The Dealer Manager for the Exchange Offer is Alvarez & Marsal Securities, LLC ("A&M"). Questions regarding the Exchange Offer may be directed to A&M 600 Madison Avenue – 8th Floor, New York, New York 10022, Attention: George Varughese, Managing Director, at (646) 495-3544.

Boldini has engaged D.F. King & Co., Inc. to act as Information and Exchange Agent in connection with the Exchange Offer.  You can contact D.F. King at (212) 269-5550 or by e-mail at [email protected] for questions or requests for documentation. 

Certain Information Regarding the Exchange Offer

The information in this press release describing Boldini's Exchange Offer for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell, Original Obligations in the Exchange Offer or any other security of Boldini. The Exchange Offer is being made only pursuant to the Offering Circular that Boldini will distribute to holders of the Original Obligations. The Exchange Offer is not being made in any jurisdiction in which the making of or acceptance thereof would not be in compliance with the securities laws, blue sky laws or other laws of such jurisdiction.  In those jurisdictions where the securities, blue sky or other laws require the Exchange Offer to be made by a licensed broker or dealer, the Exchange Offer shall be deemed to be made on behalf of Boldini by Alvarez & Marsal Securities, LLC or one or more registered brokers or dealers licensed under the laws of such jurisdiction.  Holders of the Original Obligations should read the Offering Circular and the related materials carefully because they contain important information, including the various terms and conditions of the Exchange Offer.  None of Boldini, the United States government, Alvarez & Marsal Securities, LLC, the Information and Exchange Agent or the trustee with respect to the Original Obligations makes any recommendation as to whether holders should tender or refrain from tendering their Original Obligations.  Holders must make their own decision as to whether to tender Original Obligations and, if so, the principal amount of the Original Obligations to tender.

SOURCE Boldini Ltd.