Sifco Capital Luxembourg S.A. Announces Debt Tender Offer and Consent Solicitation

Oct 22, 2012, 19:30 ET from Sifco Capital Luxembourg S.A.

SAO PAULO, Oct. 22, 2012 /PRNewswire/ -- Sifco Capital Luxembourg S.A. (the "Offeror"), announced today that it commenced a cash tender offer ("Tender Offer") to purchase any and all of the outstanding 11.50% Senior Secured Notes due 2016 (the "Notes") issued by its parent, Sifco S.A. (the "Issuer").  The full terms and conditions of the Tender Offer are set forth in an Offer to Purchase and Consent Solicitation Statement, dated today.  The table below sets forth information with respect to the Tender Offer.

ISIN / Common
Code Numbers

Principal Amount


Title of Security

Maturity Date

Tender Offer

Early Tender

Consideration(1) (2)

6/ 063483664


Sifco S.A.

11.50% Senior Secured Notes due 2016

June 6, 2016





(1) Per $1,000 principal amount of Notes. In addition, Accrued Interest, if any, on such $1,000 principal amount of Notes will be paid.

(2) Inclusive of the Early Tender Premium.

In conjunction with the Tender Offer, the Offeror is soliciting consents (the "Consent Solicitation") to the adoption of certain proposed amendment (the "Proposed Amendments") to the indenture governing the Notes.  Any holder of the Notes who tenders its Notes pursuant to the Tender Offer will be deemed to have delivered a consent to the Proposed Amendments.  The Proposed Amendments are being sought in order to eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the indenture governing the Notes.  The purpose of the Tender Offer and Consent Solicitation is to refinance certain of the Issuer's indebtedness.

The Tender Offer and Consent Solicitation is scheduled to expire at 5:00 p.m., Central European time, on November20, 2012, unless extended or earlier terminated by the Offeror (the "Expiration Date").  Holders who validly tender their Notes before 5:00 p.m., Central European time, on November 2, 2012 (the "Early Tender Date") will receive the Total Consideration, which includes an Early Tender Premium.  Holders who validly tender their Notes after the Early Tender Date, but before the Expiration Date, will receive the Tender Offer Consideration but not the Early Tender Premium.  To the extent the Tender Offer is not consummated, no payment will be made in respect of any Notes tendered in connection with the Tender Offer.

Under the terms of the Tender Offer for the Notes, the Total Consideration payable per $1,000 principal amount of Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date and accepted for purchase by the Offeror is equal to $1,000.00, including the Early Tender Premium.  Holders who tender their Notes after the Early Tender Date will receive the Tender Offer Consideration, which is the Total Consideration minus the Early Tender Premium of $40.00 per $1,000 principal amount of Notes.  Notes tendered may be withdrawn at any time at or prior to 5:00 p.m., Central European time, on November 2, 2012 (the "Withdrawal Date").  Notes tendered after the Withdrawal Date and before the Expiration Time may not be withdrawn.  Holders of validly tendered and accepted Notes will receive accrued and unpaid interest from the last interest payment date through the date the Notes are purchased.

The Tender Offer is subject to the satisfaction or waiver of a number of conditions, including the consummation of a new notes offering by the Offeror on terms acceptable to it in its sole discretion.  The Offeror cannot assure holders of the Notes that the conditions will be satisfied, and the Offeror may in its sole discretion waive or modify any conditions to, or terminate or extend, the Tender Offer.

The Offeror has retained Goldman, Sachs & Co., Citigroup Global Markets Inc. and PINE Securities USA LLC to serve as dealer managers for the Tender Offer and Consent Solicitation.  D.F. King Worldwide Inc. has been retained to serve as the tender agent and information agent for the Tender Offer and Consent Solicitation.

For additional information regarding the terms of the Tender Offer and Consent Solicitation, please contact:  Goldman, Sachs & Co. at (800) 828-3182 (toll free) or (212) 902-5183 (collect), Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect) or PINE Securities USA LLC at +1-646-398-6900 (collect). Requests for documents and questions regarding the tender of Notes may be directed to D.F. King Worldwide, Inc. at (800) 549-6746 (toll free), (212) 269-5550 (collect) or +44 20 7920 9700.

The Offer to Purchase and Consent Solicitation Statement is expected to be distributed to holders of Notes beginning today.  Copies of the Offer to Purchase and Consent Solicitation Statement may also be obtained at no charge from D.F. King Worldwide, Inc.

This press release is for information purposes only and does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security.  No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.  The Tender Offer is being made solely pursuant to the Offer to Purchase and Consent Solicitation Statement.  None of the Offeror, the tender agent and information agent nor the dealer managers makes any recommendation as to whether holders of the Notes should tender or refrain from tendering the Notes.  Holders must make their own decisions as to whether to tender Notes, and, if so, the principal amount of Notes to tender.

Cautionary Statement on Forward-Looking Statements

This news release may contain "forward-looking statements" as defined in the U.S. Private Securities Litigation Reform Act of 1995.  Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements.  All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements.  The Offeror disclaims any obligation to update or revise any forward-looking statements.

About the Issuer

The Issuer is one of the leading Brazilian producers of forged, casted and precision machined parts for the automotive industry targeting predominantly the truck and bus manufacturing markets. Its main products are forged and precision machined products used in the front suspension of buses and trucks, transmission components for trucks, buses, light commercial vehicles, cars and tractors and engine components for the automotive industry. In addition, through its wholly-owned subsidiary BR Metals Fundicoes Ltda., it produces nodular and gray iron casted parts for the automotive, agricultural, mining and construction industries, as well as casted parts for the wind energy industry.

About the Offeror

The Offeror is a societe anonyme organized under the laws of the Grand Duchy of Luxembourg and a wholly-owned finance subsidiary of the Issuer, having its registered address at 15, rue Edward Steichen, L-2540 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 170.885.

SOURCE Sifco Capital Luxembourg S.A.