Minerva Luxembourg S.A. Announces Early Tender Date Results Of Its Tender Offer And Consent Solicitation Relating To Any And All Of Its 8.750% Perpetual Notes

SAO PAULO, Nov. 16, 2018 /PRNewswire/ -- Minerva Luxembourg S.A., with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 162707 ("Minerva Luxembourg"), which is a wholly-owned subsidiary of Minerva S.A. ("Minerva"), today announced the early tender date results in connection with its previously announced offer to purchase for cash (the "Tender Offer") any and all of its outstanding 8.750% Perpetual Notes (the "Notes") and a solicitation (the "Consent Solicitation") of consents (the "Consents") from the holders of the Notes (the "Holders") for the adoption of certain amendments described below to the indenture governing the Notes (the "Proposed Amendments"). The Notes are unconditionally and irrevocably guaranteed by Minerva.

The terms and conditions of the Tender Offer and the Consent Solicitation, as well as the Proposed Amendments, are described in the Offer to Purchase and Consent Solicitation Statement, dated November 1, 2018 (as it may be amended or supplemented, the "Offer to Purchase") and the related Letter of Transmittal and Consent (as it may be amended or supplemented, the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents").

The early tender date for the Tender Offer occurred at 5:00 p.m., New York City time, on November 15, 2018 (the "Early Tender Date"). Minerva Luxembourg has been advised that, as of the Early Tender Date, U.S.$215,970,000 in aggregate principal amount of the Notes, or approximately 75.13% of the outstanding Notes (excluding any Notes that are held by Minerva or any of its affiliates), had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer. All Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date will be eligible to receive the Total Consideration (as defined below), which includes the Early Tender Payment (as defined below), plus accrued and unpaid interest. Notes that have been validly tendered cannot be withdrawn and Consents delivered pursuant to the Consent Solicitation may not be revoked, except in each case, as may be required by applicable law.

The "Total Consideration" for each U.S.$1,000 principal amount of Notes validly tendered and with respect to which Consents have been validly delivered at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer and the Consent Solicitation will be U.S.$1,020.00. The Total Consideration includes an early tender payment (the "Early Tender Payment") equal to U.S.$20.00 for each U.S.$1,000 principal amount of Notes validly tendered at or prior to the Early Tender Date. Holders of Notes who validly tender Notes after the Early Tender Date but at or prior to the Expiration Date (as defined below) and whose Notes are accepted for purchase will not be entitled to receive the Early Tender Payment and will therefore be entitled to receive, for each U.S.$1,000 principal amount of Notes tendered, U.S.$1,000.00 (the "Tender Offer Consideration"), which amount is equal to the Total Consideration less the Early Tender Payment. Any payment of the Total Consideration and the Tender Offer Consideration will be paid together with accrued and unpaid interest to, but not including, the settlement date, which is expected to be within three business days following the Expiration Date, or as promptly as practicable thereafter.

Holders who have not yet tendered their Notes have until 11:59 p.m., New York City time, on November 30, 2018, unless extended by Minerva Luxembourg (such time and date, as the same may be extended, the "Expiration Date") to tender their Notes pursuant to the 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 Early Tender Payment and will therefore be entitled to receive only the Tender Offer Consideration, plus accrued and unpaid interest to, but not including, the settlement date.

Pursuant to the Consent Solicitation, Minerva Luxembourg solicited from Holders of Notes Consents to the Proposed Amendments that would eliminate substantially all of the restrictive covenants as well as certain events of default and related provisions contained therein and to shorten the minimum notice period for the optional redemption of the Notes by Minerva Luxembourg to two business days. The Proposed Amendments required the Consents of Holders of a majority in aggregate principal amount of outstanding Notes (excluding any Notes held by Minerva Luxembourg or its affiliates) (the "Requisite Consents"). The Requisite Consents were obtained.

The obligation of Minerva Luxembourg to purchase Notes in the Tender Offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer Documents, including a financing condition as described in the Offer Documents. The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes. Minerva Luxembourg has the right, in its sole discretion, to amend or terminate the Tender Offer and the Consent Solicitation at any time. Minerva Luxembourg also reserves the right, in its sole discretion, not to accept any tenders of Notes or deliveries of Consents for any reason.

Copies of the Offer Documents are available to Holders of Notes from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer and the Consent Solicitation (the "Tender Agent and Information Agent"). Requests for copies of the Offer Documents should be directed to the Tender Agent and Information Agent at +1 (800) 893-5865 (toll free), +1 (212) 269-5550 (collect) or [email protected].

BB Securities Limited ("BB Securities") and Banco BTG Pactual S.A.—Cayman Branch ("BTG") have been engaged to act as dealer managers and solicitation agents in connection with the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation may be directed to BB Securities or BTG at their respective 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 Notes or Consents. The Tender Offer and the Consent Solicitation are being made solely by Minerva Luxembourg pursuant to the Offer Documents. The Tender Offer and the Consent Solicitation are not being made to, nor will Minerva Luxembourg accept tenders of Notes or deliveries of Consents from, Holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

Minerva S.A.
Media Contact: Eduardo Puzziello
Phone: +55 11 3074 2444
Email: [email protected]  

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements, including statements regarding the terms of the Tender Offer, the Consent Solicitation and the Proposed Amendments to the indenture governing the Notes. These statements are merely projections and as such are based exclusively on management's expectations for Minerva Luxembourg, Minerva and its business 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 Luxembourg's and 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. Each of Minerva Luxembourg and 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.