SÃO PAULO, Brazil, Feb. 12, 2021 /PRNewswire/ -- Tupy S.A. ("Tupy") announced today the early tender results in connection with Tupy Overseas S.A.'s ("Tupy Overseas") previously announced offer to purchase for cash (the "Tender Offer") any and all of the outstanding U.S.$350,000,000 aggregate principal amount of its 6.625% Senior Notes due 2024 (the "Notes").
The terms and conditions of the Tender Offer and the Consent Solicitation (as defined in the Offer to Purchase) are described in the Offer to Purchase and Consent Solicitation Statement, dated February 1, 2021 (the "Offer to Purchase"), previously distributed to holders of the Notes.
Tupy Overseas has been advised that as of 5:00 p.m. (New York City time) on February 12, 2021 (such date and time, the "Early Tender Payment Deadline"), U.S.$73,061,000 in aggregate principal amount of the Notes, representing approximately 21% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer and consents delivered pursuant to the Consent Solicitation. Tupy Overseas intends to purchase all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Payment Deadline on or about February 16, 2021 (the "Early Settlement Date").
Tupy Overseas has not obtained consents from holders of the Notes representing at least a majority of the aggregate outstanding principal amount of the Notes (not including any Notes which are owned by Tupy or any of its affiliates) (the "Requisite Consent") to the Proposed Amendments (as defined in the Offer to Purchase). Since Tupy Overseas has not obtained the Requisite Consent, Tupy and Tupy Overseas will not execute a supplemental indenture to the indenture governing the Notes effectuating the Proposed Amendments. Any Notes not tendered and purchased pursuant to the Tender Offer on the Early Settlement Date will be repurchased on March 3, 2021, either pursuant to the conditional notice of redemption issued on February 1, 2021 or if a holder tenders its Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time (as defined below). Until March 3, 2021, Notes that remain outstanding will be governed by the terms of the existing indenture governing the Notes.
The total consideration payable to holders of Notes for each U.S.$1,000 principal amount of Notes validly tendered at or prior to the Early Tender Payment Deadline and purchased pursuant to the Tender Offer will be U.S.$1,022.08 (the "Total Consideration"). The Total Consideration includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of Notes (the "Early Tender Payment"), plus accrued and unpaid interest up to, but not including the Early Settlement Date, payable only to holders of Notes who validly tender (and do not withdraw) their Notes at or prior to the Early Tender Payment Deadline.
Holders of Notes who have not yet tendered their Notes have until 11:59 p.m. (New York City time), on March 1, 2021, unless extended by Tupy Overseas (such time and date, as it may be extended, the "Expiration Time") to tender their Notes pursuant to the Tender Offer. Holders of Notes who validly tender their Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time will not be entitled to receive the Early Tender Payment and will therefore be entitled to receive only the Tender Offer Consideration, as described in the Offer to Purchase, plus accrued and unpaid interest up to, but not including, the Final Settlement Date (as defined in the Offer to Purchase).
Tupy Overseas' obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, a financing condition as described in the Offer to Purchase. In addition, subject to applicable law, Tupy Overseas reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offer and the Consent Solicitation at any time or (ii) otherwise amend the Tender Offer and/or the Consent Solicitation in any respect at any time and from time to time. Tupy Overseas further reserves the right, in its sole discretion, not to accept any tenders of Notes. Tupy Overseas is making the Tender Offer and the Consent Solicitation only in those jurisdictions where it is legal to do so.
Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC, Santander Investment Securities Inc. and UBS Securities LLC are acting as dealer managers for the Tender Offer and as solicitation agents for the Consent Solicitation and can be contacted at their respective telephone numbers set forth on the back cover page of Offer to Purchase with questions regarding the Tender Offer and the Consent Solicitation.
Copies of the Offer to Purchase are available to holders of Notes from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer and the Consent Solicitation. Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (866)-796-7184 (toll free), +1 (212) 269-5550 (collect) or [email protected].
Neither the Offer to Purchase 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 to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
The Tender Offer and the Consent Solicitation are being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of Tupy or any of its subsidiaries, including Tupy Overseas. The Tender Offer and the Consent Solicitation are not being made to, nor will Tupy 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 of blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the Proposed Amendments to the indenture governing the Notes. No recommendation is made as to whether holders should tender their Notes or deliver their consents with respect to the Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the terms and conditions of the Tender Offer and the Consent Solicitation.
About Tupy and Tupy Overseas
Tupy is a sociedade anônima (corporation) and its headquarters is located at Rua Albano Schmidt 3400, Boa Vista, 89227-901, Joinville, Santa Catarina, Brazil.
Tupy Overseas is a wholly-owned direct subsidiary of Tupy. Tupy Overseas is a company incorporated and established under the laws of Luxembourg under the form of a société anonyme (a public limited liability company) and is registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) under number B188523. The registered office of Tupy Overseas is 14, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg.
Important Notice Regarding Forward-Looking Statements
This press release contains certain forward-looking statements 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. Statements that are not historical facts, including statements about Tupy's perspectives and expectations, are forward-looking statements. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions, when related to Tupy and its subsidiaries, indicate forward-looking statements. These statements reflect the current view of management and are subject to various risks and uncertainties. These statements are based on various assumptions and factors, including general economic, market, industry and operational factors. Any changes to these assumptions or factors may lead to practical results different from current expectations. Excessive reliance should not be placed on those statements. Forward-looking statements relate only to the date they were made and Tupy undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
DISCLAIMER
This press release must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Tender Offer and the Consent Solicitation. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offers. None of Tupy, Tupy Overseas, the dealer managers and solicitation agents, the information and tender agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Notes should participate in the Tender Offer.
SOURCE Tupy S.A.
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