Minerva Luxembourg S.A. Announces Early Tender Date Results Of HSBC Securities (USA) Inc.'s Tender Offer For Any And All 9.50% Notes Due 2017; Tender Offer And Consent Solicitation For Any And All 10.875% Notes Due 2019; And Tender Offer And Consent Solicitation For Up To The 2022 Notes Maximum Tender Amount Of 12.250% Notes Due 2022, In Each Case, Of Minerva Luxembourg S.A.

SAO PAULO, Jan. 28, 2013 /PRNewswire/ -- Minerva Luxembourg S.A. ("Minerva Luxembourg"), a wholly-owned subsidiary of Minerva S.A. ("Minerva"), today announced the early tender date results in connection with HSBC Securities (USA) Inc.'s (the "Offeror") previously announced (i) offer to purchase for cash (the "2017 Notes Tender Offer") any and all of Minerva Luxembourg's outstanding 9.50% Notes due 2017 (the "2017 Notes"), (ii) offer to purchase for cash (the "2019 Notes Tender Offer") and consent solicitation (the "2019 Notes Consent Solicitation") with respect to any and all of Minerva Luxembourg's outstanding 10.875% Notes due 2019 (the "2019 Notes") and (iii) offer to purchase for cash (the "2022 Notes Tender Offer" and, together with the 2017 Notes Tender Offer and the 2019 Notes Tender Offer, the "Tender Offers") and consent solicitation (the "2022 Notes Consent Solicitation" and, together with the 2019 Notes Consent Solicitation, the "Consent Solicitations") with respect to Minerva Luxembourg's outstanding 12.250% Notes due 2022 (the "2022 Notes" and, together with the 2017 Notes and the 2019 Notes, the "Notes") in an aggregate principal amount such that the amount of 2022 Notes Total Consideration and 2022 Notes Tender Offer Consideration (each as defined in the Offer Documents (as defined below)) paid by the Offeror does not exceed (x) U.S.$850.0 million less (y) the aggregate 2017 Notes Total Consideration and 2019 Notes Total Consideration (each as defined in the Offer Documents) paid by the Offeror to the holders of 2017 Notes and 2019 Notes, respectively, whose Notes were validly tendered and accepted for purchase on the Early Settlement Date (as defined below) pursuant to the 2017 Notes Tender Offer and the 2019 Notes Tender Offer, respectively (the "2022 Notes Maximum Tender Amount"). The early tender dates for each of the Tender Offers and the Consent Solicitations occurred at 5:00 p.m., New York City time, on January 25, 2013 (the "Early Tender Date").

Minerva Luxembourg has been advised that, as of the Early Tender Date, (i) U.S.$9,085,000 in aggregate principal amount of the 2017 Notes, or approximately 27% of the 2017 Notes outstanding, had been validly tendered pursuant to the 2017 Notes Tender Offer, (ii) U.S.$313,906,000 in aggregate principal amount of the 2019 Notes, or approximately 84% of the 2019 Notes outstanding, had been validly tendered pursuant to the 2019 Notes Tender Offer and consents delivered pursuant to the related 2019 Notes Consent Solicitation and (iii) U.S.$316,982,000 in aggregate principal amount of the 2022 Notes, or approximately 70% of the 2022 Notes outstanding, had been validly tendered pursuant to the 2022 Notes Tender Offer and consents delivered pursuant to the related 2022 Notes Consent Solicitation.  All Notes validly tendered and, in case of the 2022 Notes, not validly withdrawn, at or prior to the Early Tender Date will be accepted in full by the Offeror, without pro-ration.

The terms and conditions of the Tender Offers and the Consent Solicitations are described in the Offer to Purchase and Consent Solicitation Statement, dated January 11, 2013 (as supplemented by the supplement, dated January 18, 2013), and the related Letter of Transmittal and Consent (together, the "Offer Documents") previously distributed to holders of the Notes.

Holders who have validly tendered their Notes at or prior to the Early Tender Date are eligible to receive the 2017 Notes Total Consideration, the 2019 Notes Total Consideration or the 2022 Notes Total Consideration, as applicable, which, in each case, includes an early tender payment, plus accrued and unpaid interest up to, but not including, the early settlement date for the Notes (the "Early Settlement Date").  The Early Settlement Date for each series of Notes is expected to occur on or about January 30, 2013. The Offeror intends to pay for all Notes validly tendered and accepted for purchase pursuant to the Tender Offers on the Early Settlement Date.

In addition, in connection with the 2019 Notes Consent Solicitation, Minerva Luxembourg intends to execute a supplemental indenture (the "2019 Notes Supplemental Indenture") to the indenture governing the 2019 Notes, which will eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in such indenture. Adoption of the proposed amendments to the indenture governing the 2019 Notes requires consents of holders of a majority in aggregate principal amount of the 2019 Notes outstanding (excluding any 2019 Notes held by Minerva Luxembourg or its affiliates). The Offeror has obtained the requisite consents for the proposed amendments to the indenture governing the 2019 Notes. Any 2019 Notes not tendered and purchased pursuant to the 2019 Notes Tender Offer will remain outstanding and will be governed by the terms of the indenture governing the 2019 Notes, as amended by the 2019 Notes Supplemental Indenture.

In connection with the 2022 Notes Consent Solicitation, Minerva Luxembourg intends to execute a supplemental indenture (the "2022 Notes Supplemental Indenture") to the indenture governing the 2022 Notes, which will amend certain provisions, including certain restrictive covenants and events of defaults, of such indenture to conform such provisions to the corresponding provisions negotiated in connection with Minerva Luxembourg's proposed issuance of new notes due 2023 (the "New Notes") and set forth in Minerva Luxembourg's Offering Memorandum, dated January 17, 2013, related to the New Notes.  The proposed amendments to the indenture governing the 2022 Notes will not modify, among other things, the redemption provisions or the change of control definition, in each case, contained in such indenture.  Adoption of the proposed amendments to the indenture governing the 2022 Notes requires consents of holders of a majority in aggregate principal amount of the 2022 Notes outstanding (excluding any 2022 Notes held by Minerva Luxembourg or its affiliates). The Offeror has obtained the requisite consents for the proposed amendments to the indenture governing the 2022 Notes. Any 2022 Notes not tendered and purchased pursuant to the 2022 Notes Tender Offer will remain outstanding and will be governed by the terms of the indenture governing the 2022 Notes, as amended by the 2022 Notes Supplemental Indenture. Holders may no longer withdraw tendered 2022 Notes.

Holders who have not yet tendered their Notes have until 12:00 Midnight, New York City time, on February 8, 2013, unless extended by the Offeror (such time and date, as it may be extended for any series of Notes, the "Expiration Date") to tender their Notes pursuant to the applicable Tender Offer. Any holders of Notes who validly tender their Notes after the Early Tender Date but at or prior to the Expiration Date will not be entitled to receive the applicable early tender payment and will therefore be entitled to receive only the applicable tender offer consideration, as described in the Offer Documents, plus accrued and unpaid interest up to, but not including, the applicable final settlement date. If the 2022 Notes Tender Offer is oversubscribed as of the Expiration Date, holders of 2022 Notes who validly tender such 2022 Notes after the Early Tender Date but at or prior to the Expiration Date may be subject to proration (as described in the Offer Documents).

Copies of the Offer Documents are available to holders of Notes 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 at +1 (800) 488-8035 (toll free), +1 (212) 269-5550 (collect) or [email protected].

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

Banco BTG Pactual – Cayman Branch ("BTG"), Credit Suisse Securities (USA) LLC ("Credit Suisse") and HSBC Securities (USA) Inc. ("HSBC") have been engaged to act as Dealer Managers and Solicitation Agents in connection with the Tender Offers and the Consent Solicitations.  Questions regarding the Tender Offers and the Consent Solicitations may be directed to BTG, Credit Suisse or HSBC at their telephone numbers set forth on the back cover of each of the Offer Documents.

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 by the Offeror pursuant to the Offer Documents.  The Tender Offers and the Consent Solicitations are not being made to, nor will the Offeror 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.

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements, including statements regarding the terms of the Tender Offers, the Consent Solicitation and the proposed amendments to the indentures governing the 2019 Notes and the 2022 Notes. These statements are merely projections and as such are based exclusively on management's expectations for Minerva, the business of the Offeror and Minerva and the proposed transactions discussed herein. These forward-looking statements depend materially on changes in market conditions, government regulations, pressures from competitors and the performance of the industry and the Brazilian economy, among other factors, many of which are outside Minerva's control or ability to predict, that could cause actual results to differ materially from such statements. All forward-looking statements speak only as of the date on which they are made. Given these uncertainties, you should not place undue reliance on the forward-looking statements. Minerva disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Minerva Luxembourg S.A.