Klabin Finance Announces That It Has Launched A Tender Offer For Any And All Of Its Outstanding 5.250% Notes Due 2024
SÃO PAULO, March 26, 2019 /PRNewswire/ -- Klabin Finance, a public limited liability company (société anonyme) organized and existing under the laws of the Grand Duchy of Luxembourg (the "Offeror"), announced today that it has commenced a tender offer to purchase for cash (the "Tender Offer") any and all of its outstanding 5.250% Notes due 2024 (the "Notes"), guaranteed by Klabin S.A., a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil (the "Guarantor").
The following table summarizes the key economic terms of the Tender Offer:
CUSIP No. / ISIN |
Title of Security |
Aggregate |
Acceptance Limit |
Tender Offer Consideration ("Tender Offer Consideration")(1) |
49835LAA9 / US49835LAA98 L5828LAA7 / USL5828LAA72 |
5.250% Notes due 2024 |
U.S.$500,000,000 |
Any and All |
U.S.$1,031.25 |
(1) Per U.S.$1,000 principal amount of Notes, not including accrued and unpaid interest, if any, on the Notes accepted for purchase from and including the last interest payment date preceding the Payment Date (as defined below) to, but not including, the Payment Date.
The Tender Offer will expire at 5:00 p.m., New York City time, on April 1, 2019, unless extended by the Offeror in its sole discretion (the "Expiration Time"). Holders will be permitted to withdraw validly tendered Notes at any time prior to 5:00 p.m., New York City time, on April 1, 2019, but not thereafter, unless extended by the Offeror in its sole discretion or as otherwise required by applicable law.
Upon the terms and subject to the conditions set forth in the Offer Documents (as defined below), holders of the Notes who (i) validly tender and do not validly withdraw their Notes on or before the Expiration Time or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery and all of the other required documents on or before the Expiration Time and tender their Notes prior to the Guaranteed Delivery Date which is currently expected to be April 3, 2019, and whose Notes are accepted for purchase by the Offeror, will be eligible to receive the Tender Offer Consideration plus accrued and unpaid interest, if any, on the Notes accepted for purchase from and including the last interest payment date preceding the Payment Date to, but not including, the Payment Date.
The "Tender Offer Consideration" for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) on or before the Expiration Time and accepted for purchase will be U.S.$1,031.25.
The terms and conditions of the Tender Offer are set forth in the Offer to Purchase, dated March 26, 2019, and the related Notice of Guaranteed Delivery (together, the "Offer Documents"). Copies of the Offer Documents are available to holders of Notes from D.F. King & Co., Inc., the information and tender agent for the Tender Offer at +1 (800) 870-0653 (toll free), +1 (212) 269-5550 (collect), e-mail: [email protected], and www.dfking.com/klabin.
On March 26, 2019, Klabin Austria GmbH, a wholly-owned subsidiary of the Guarantor, announced its intention to issue a series of new notes (the "New Notes") in an international capital markets offering, the consummation of which is subject to market conditions (the "New Financing Transaction"). The New Financing Transaction will be made in reliance on exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended. The Tender Offer is conditioned on the pricing of the offering of the New Notes and the execution by Klabin Austria GmbH, Klabin and the initial purchasers of a purchase agreement for the purchase of the New Notes and the effectiveness of such purchase agreement (the "New Financing Condition"). The obligation of the Offeror to purchase Notes in the Tender Offer is also conditioned on the satisfaction or waiver of certain other conditions described in the Offer to Purchase.
The Offeror has the right, in its sole discretion, to extend, amend or terminate the Tender Offer at any time, subject to applicable law. The Offeror also reserves the right, in its sole discretion, not to accept for purchase any tenders of Notes for any reason. The Offeror is making the Tender Offer only in those jurisdictions where it is legal to do so.
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banco Bradesco BBI S.A., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc. and Santander Investment Securities Inc. have been engaged to act as dealer managers (the "Dealer Managers") in connection with the Tender Offer. Questions regarding the Tender Offer may be directed to Merrill Lynch, Pierce, Fenner & Smith Incorporated at +1 (888) 292-0070 (toll free) or +1 (646) 855-8988 (collect), Banco Bradesco BBI S.A. at +1 (646) 432-6643 (collect), Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 (collect), HSBC Securities (USA) Inc. at (888) HSBC-4LM (toll free) or +1 (212) 525-5552 (collect), Itau BBA USA Securities, Inc. at (888) 770-4828 (toll free) or 1 (212) 710-6749 (collect) or Santander Investment Securities Inc. at +1 (855) 404-3636 (toll free) or +1 (212) 940-1442 (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 sell, or a solicitation of an offer to buy, any Notes or any New Notes. The Tender Offer is being made solely by the Offeror pursuant to the Offer Documents. The Tender Offer is not being made to, nor will the Offeror 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.
Klabin Finance
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 Offeror that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although the Offeror believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available, the Offeror cannot guarantee future results or events. The Offeror expressly disclaims a duty to update any of the forward-looking statements.
SOURCE Klabin Finance
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