SÃO PAULO, May 3, 2019 /PRNewswire/ -- Companhia Brasileira de Alumínio, a corporation (sociedade anônima) duly organized under the laws of the Federative Republic of Brazil (the "Company"), today announced the expiration and results of its offer to purchase for cash (the "Tender Offer") any and all of its outstanding 4.750% Notes due 2024 (the "Notes"), guaranteed by Votorantim S.A. (f/k/a Votorantim Industrial S.A.).
As set forth in the Company's Offer to Purchase, dated April 26, 2019 (the "Offer to Purchase") and the related Notice of Guaranteed Delivery (together, the "Offer Documents"), the Tender Offer expired at 5:00 p.m., New York City time, on May 3, 2019 (the "Expiration Deadline").
According to information received by D.F. King, the information and tender agent for the Tender Offer, as of the Expiration Deadline, holders of the Notes had validly tendered and not validly withdrawn $263,021,000 aggregate principal amount of the Notes (representing approximately 65.8% of the outstanding Notes).
Holders who (i) validly tendered their Notes and did not validly withdraw on or before the Expiration Deadline or (ii) delivered a properly completed and duly executed Notice of Guaranteed Delivery and all of the other required documents on or before the Expiration Deadline and tender their Notes prior to 5:00 p.m., New York City time, on May 7, 2019, will receive for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted by the Company, a cash payment of U.S.$1,040.00 (the "Tender Offer Consideration"). The Tender Offer Consideration and accrued and unpaid interest on the Notes accepted for purchase (including those tendered through the guaranteed delivery procedures) from the last interest payment date of the Notes up to but excluding the settlement date will be paid in cash on the settlement date, which is currently anticipated to be May 10, 2019.
The Company retained Banco Bradesco BBI S.A. ("Bradesco BBI"), HSBC Securities (USA) Inc. ("HSBC") and J.P. Morgan Securities LLC ("J.P. Morgan") to act as dealer managers (the "Dealer Managers") in connection with the Tender Offer. Questions regarding the Tender Offer may be directed to Bradesco BBI at +1 (646) 432-6643 (collect); HSBC at +1 (212) 525-5552 (collect) and +1 (888) 478-8456 (toll free); and J.P. Morgan at +1 (212) 834-7279 (collect) and +1 (866) 846-2874 (toll free).
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 or a solicitation of an offer to purchase. The Tender Offer was made solely pursuant to the Offer Documents. The Company made the Tender Offer only in those jurisdictions where it was legal to do so. The Tender Offer was not made to, nor did the Company accept tenders of Notes from holders in any jurisdiction in which the Tender Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
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 the Company and its 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 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.
SOURCE Companhia Brasileira de Aluminio