General Shopping Announces a Tender Offer for its 10.0% Perpetual Notes
SÃO PAULO, Jan. 4, 2022 /PRNewswire/ --
GENERAL SHOPPING FINANCE LIMITED
(incorporated under the laws of the Cayman Islands)
Offer to Purchase for Cash
for up to a Maximum Acceptance Consideration of U.S.$40.0 Million (including Accrued Interest)
its Outstanding 10.00% Perpetual Notes
(CUSIP: 370835AB6/G3812BAB6; ISIN: US370835AB62/USG3812BAB65)
unconditionally guaranteed by
General Shopping e Outlets do Brasil S.A. and substantially all of its Subsidiaries
General Shopping e Outlets do Brasil S.A., formerly known as General Shopping Brasil S.A. ("General Shopping"), announced today that General Shopping Finance Limited (the "Issuer"), its wholly-owned subsidiary incorporated under the laws of the Cayman Islands, has commenced a tender offer to purchase for cash (the "Offer") the Issuer's 10.0% Perpetual Notes (the "Notes") for a total aggregate consideration of up to U.S.$40.0 million (such amount, as may be changed at the discretion of the Issuer, the "Maximum Acceptance Consideration"), including the payment of accrued and unpaid interest on the Notes from the last interest payment date on the Notes preceding, but not including, the Settlement Date (as defined below) ("Accrued Interest"). The Offer is being made upon the terms and subject to the conditions of the Issuer's Offer to Purchase Statement (the "Statement"), dated January 4, 2022, which sets forth a more comprehensive description of the terms of the Offer. Itau BBA USA Securities, Inc. is the Dealer Manager for the Offer.
Holders who properly tender their Notes (and do not validly withdraw) on or prior to 5:00 p.m., New York City time, on January 18, 2022, unless extended or earlier terminated (such time and date, as it may be extended, the "Early Tender Date"), will be eligible to receive the total consideration of U.S.$800.00 per U.S.$1,000 principal amount of the tendered Notes (the "Total Consideration"), which includes an early tender payment equal to U.S.$30.00 per U.S.$1,000 principal amount of the tendered Notes (the "Early Tender Payment"). Holders who properly tender after the Early Tender Date but on or prior to the Expiration Date specified below will be eligible to receive the tender offer consideration of U.S.$770.00 per U.S.$1,000 principal amount of the tendered Notes, which equals the Total Consideration less the Early Tender Payment. In addition, all Notes accepted for payment will be entitled to receive Accrued Interest.
The Offer is scheduled to expire at 11:59 p.m., New York City time, on February 1, 2022, unless extended or earlier terminated (such time and date, as it may be extended, the "Expiration Date"). Settlement for all Notes, regardless of whether tendered at or prior to the Early Tender Date or at or prior to the Expiration Date, is expected to occur within two business days following the Expiration Date or as promptly as practicable thereafter (the "Settlement Date"). On the Settlement Date, the Issuer intends to accept on a pro rata basis the maximum principal amount of Notes validly tendered (and not validly withdrawn or rejected) in the Offer such that the total aggregate consideration to be paid for Notes purchased in the Offer, including payment of Accrued Interest, does not exceed the Maximum Acceptance Consideration, subject to the terms and conditions of the Offer. As a result, if holders of Notes validly tender and do not withdraw Notes in an amount resulting in an excess of the Maximum Acceptance Consideration, Holders may have a portion of their Notes returned to them, with the amount of Notes returned being dependent on the overall level of participation in the Offer. The Maximum Acceptance Consideration represents the total aggregate consideration available for the Offer, including the payment of Accrued Interest, and does not reflect the maximum total principal amount of outstanding Notes that may be purchased in the Offer.
Holders may withdraw their tenders at any time before 5:00 p.m. on January 18, 2022 (the "Withdrawal Date"), unless extended.
Consummation of the Offer, and payment for the tendered Notes, is subject to the satisfaction or waiver of certain conditions described in the Statement. If any of the conditions are not satisfied, the Issuer is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes and may even terminate the Offer. In addition, subject to applicable law and the terms set forth in the Statement, the Issuer has reserved the absolute right, in its sole discretion, to at any time: (i) to waive or modify in whole or in part any and all conditions to the Offer; (ii) to extend the Offer; (iii) to modify or terminate the Offer; and (iv) to otherwise amend the Offer, including a change in the Maximum Acceptance Consideration, in each case, at any time and from time to time, including, under certain circumstances, without providing notice to Holders.
The Issuer reserves the right, in its sole discretion, to change the Maximum Acceptance Consideration without extending the Early Tender Date or Withdrawal Date or otherwise reinstating withdrawal rights, subject to compliance with applicable law, which could result in the Issuer purchasing a greater or lesser amount of the Notes in the Tender Offer.
CUSIP No. |
ISIN No. |
Principal |
Security |
Tender Offer |
Early Tender |
Total |
144A:
Regulation S: |
144A: US370835AB62
Regulation S: USG3812BAB65 |
U.S.$115.9 |
10.0% |
U.S.$770.00 |
U.S.$30.00 |
U.S.$800.00 |
(1) Per U.S.$1,000 Principal Amount of Notes |
||||||
(2) Payable only to Holders who tender at or prior to the Early Tender Date |
This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the Notes, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any security in the United States or in any other jurisdiction. The Offer is made only by means of the Statement and the related letter of transmittal. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
ABOUT GENERAL SHOPPING. General Shopping is a leading developer of shopping malls in Brazil. It actively participates in the site search, planning, development and construction of shopping centers. General Shopping also leases and manages its shopping centers, provides parking management services and oversees the management of the supply of energy and water to the shopping centers it owns and operates. As of December 31, 2021, these shopping centers had an aggregate of 272.0 thousand square meters of gross leasable area (área bruta locável) and approximately 1,450 stores. General Shopping's ownership interest in such shopping centers represents 34.4% of its gross leasable area. In addition, General Shopping manages the Outlet Premium Rio de Janeiro shopping mall in Duque de Caxias, Brazil, which had 20.9 thousand square meters of gross leasable area and 85 stores as of December 31, 2021.
LEGAL NOTICE. This announcement contains forward-looking statements that are identified by terms and phrases such as "anticipate," "believe," "intend," "estimate," "expect," "continue," "should," "could," "may," "plan," "project," "predict," "will" and similar expressions and include references to assumptions and relate to the future prospects, developments and business strategies of General Shopping and its subsidiaries, including the Issuer. These forward-looking statements include, but are not limited to, the expectation of the Issuer to effect the Offer and other events upon which the Offer is conditioned, such as obtaining appropriate funding through the transactions described herein. The estimates and forward-looking statements set forth herein are mainly based on the Issuer's current expectations and estimates on projections of future events and trends, which affect or may affect its and General Shopping's businesses and results of operations. Although the Issuer believes that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available to the Issuer. Neither General Shopping nor its subsidiaries, including the Issuer, undertake any obligation to update or revise these forward-looking statements to reflect subsequent events or circumstances. The Issuer's estimates and forward-looking statements may be influenced by the following factors, among others: (1) adverse judicial decisions or new litigation relating to the payment of an interim dividend announced by General Shopping in December 2018; (2) any deterioration in the global and Brazilian scenarios relating to the COVID-19 pandemic, particularly if the COVID-19 pandemic continues and results in the reimposition of restrictions; (3) the Issuer's ability to effect the Offer and satisfy or waive the conditions thereto; (4) inflation, currency fluctuations and fluctuations in prevailing interest rates, particularly fluctuations in the value of the real in relation to the U.S. dollar; (5) general economic, political and business conditions in Brazil and particularly in the geographic markets General Shopping serves, including the impact of the economic stagnation and political instability in Brazil; (6) General Shopping's credit ratings and the ratings of the Notes; (7) changes in General Shopping's customer demand and preferences, as well as the financial condition of its tenants and customers; (8) competition in the shopping center industry in Brazil as a whole and particularly in General Shopping's areas of operations; (9) General Shopping's ability to implement its business plan; (10) changes in the retail market in Brazil; (11) existing and future laws and government regulations applicable to General Shopping's business; (12) increases in General Shopping's costs; (13) the level of indebtedness and other financial obligations of General Shopping; (14) interests of and actions taken by General Shopping's controlling shareholders; (15) other events of force majeure; and (16) other risk factors generally applicable to General Shopping's operations.
Forward-looking statements made by the Issuer in this announcement, or elsewhere, speak only as of the date on which the statements were made. New risks and uncertainties arise from time to time, and it is impossible for the Issuer and General Shopping to predict these events or how they may affect it or General Shopping's anticipated results. Neither General Shopping nor the Issuer has any duty to, and does not intend to, update or revise the forward-looking statements in this announcement, except as may be required by law. In light of these risks and uncertainties, readers should keep in mind that any forward-looking statement made in this announcement may not occur, including, but not limited to, the Issuer's ability to effect the Offer and satisfy or waive any conditions thereto. All data presented herein is as of the date of this announcement unless otherwise noted.
The Dealer Manager for the Offer is Itau BBA USA Securities, Inc. Questions regarding the Offer may be directed to Itau BBA at +1 888-770-4828 (toll-free) and +1-212-710-6749 (collect). Any questions or requests for assistance or for additional copies of this notice may be directed to DF King & Co., Inc., the tender and information agent, at its telephone number set forth below or, if by any Holder, to such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Banks and Brokers call: (212) 269-5550
Toll free (U.S. only): (800) 669-5550
[email protected]
* * *
General Shopping e Outlets do Brasil S.A.
Av. Angélica, 2466, 24nd floor, suite 241
São Paulo, SP, Brazil, 01228-200
+55-11-3159-5100
https://ri.generalshopping.com.br
Marcio Snioka
Investor Relations Officer
SOURCE General Shopping Finance Limited
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