USIMINAS Announces The Completion Of The Consent Solicitation Relating To Its Outstanding Notes And The Receipt Of The Requisite Consents
BELO HORIZONTE, Brazil, Jan. 13, 2017 /PRNewswire/ -- Usinas Siderúrgicas de Minas Gerais S.A.—USIMINAS, a company incorporated with limited liability under the laws of the Federative Republic of Brazil (the "Company"), and its subsidiary Usiminas Commercial Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), announced today the completion of the consent solicitation (the "Consent Solicitation") from holders of the Issuer's 7.25% Notes due 2018, unconditionally and irrevocably guaranteed by the Company, and originally issued in the aggregate principal amount of US$400,000,000 (the "Notes") (CUSIP: 91732BAA7; G93085AA9), and the receipt of the requisite consents from the holders of the Notes to temporarily waive the Company's past noncompliance with the negative pledge covenant set forth in the indenture governing the Notes, as more fully described in the consent solicitation statement dated December 1, 2016 (the "Consent Solicitation Statement").
The Consent Solicitation was launched on December 1, 2016, and its expiration date was extended until 11:59 p.m., New York Time, on December 23, 2016, and further extended until 11:59 p.m., New York time, on January 12, 2017 (the "Expiration Date") by means of press releases issued by the Company on December 16, 2016 and December 23, 2016, respectively.
The Consent Solicitation expired on the Expiration Date and, as of the Expiration Date, the Company and the Issuer had received consents with respect to not less than a majority in principal amount of the then outstanding Notes. Accordingly, any default, event of default, or potential event of default arising from the perfection of security interests over the collateral granted to certain Brazilian bank lenders and debenture holders in the context of the renegotiation of the Company's indebtedness is hereby temporarily waived effective as of the date hereof until June 30, 2017. This waiver is effective and binding on all holders of the Notes, including subsequent holders of the Notes, even if such holders did not deliver consents.
Upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, the Company will make a cash payment of $2.50 per $1,000 in aggregate principal amount of Notes held by each holder who validly delivered, and did not validly revoke, a duly executed consent prior to the Expiration Date. The cash payment will be made by the Company on January 19, 2017. Interest will not accrue on or be payable with respect to the consent payment.
As required by the terms of the instruments governing the renegotiation of the Company's indebtedness (excluding the Notes), the Company intends to carry out an exchange offer for the Notes no later than June 30, 2017 on terms and conditions that are currently being discussed.
Questions concerning the Consent Solicitation should be directed to BofA Merrill Lynch, the Solicitation Agent for the Consent Solicitation, at (888) 292-0070 (toll-free) or (646) 855-8988 (collect). Requests for copies of the Consent Solicitation Statement or other related documents should be directed to D.F. King & Co., Inc., the Information Agent for the Consent Solicitation, at (212) 269-5550 (collect) or (877) 478-5045 (toll-free) or in writing at 48 Wall Street, 22nd Floor, New York, New York 10005.
Important Notice
This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. Each holder of the Notes should consult its own attorney, business advisor and tax advisor as to the legal, business tax and related matters concerning the Consent Solicitation.
The Consent Solicitation was not made to, and consents were not accepted from or on behalf of, a holder of the Notes in any jurisdiction in which the making of the Consent Solicitation or the acceptance thereof would not have been in compliance with the laws of such jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act. Forward-looking statements involve uncertainties, risks and assumptions, since these statements include information concerning Usiminas' possible or assumed future plans and intentions, including the launching of an exchange offer, results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Forward-looking statements speak only as of the date they were made, and Usiminas undertakes no obligation to update publicly or to revise any forward-looking statements after it publishes this notice because of new information, future events or other factors. In light of the risks and uncertainties described above, the forward-looking events and circumstances discussed in this notice might not occur and are not guarantees of future performance. Usiminas' actual results, plans and performance could differ substantially from those anticipated in its forward-looking statements, including those set forth in the Consent Solicitation Statement.
About Usiminas
Usinas Siderúrgicas de Minas Gerais S.A.—USIMINAS is one of the largest Brazilian steelmakers, with complementary operations in the mining and logistics, capital goods, steelmaking and steel transformation industries. Usiminas is headquartered at Rua Professor José Vieira de Mendonça, 3011, Bairro Engenho Nogueira – Belo Horizonte, MG, Brazil. For more information, please visit www.usiminas.com.br.
Investor Relations Department–USIMINAS
R. Prof. José Vieira de Mendonça, 3011 – 5º andar
Bairro Engenho Nogueira – Belo Horizonte/MG
ZIP Code 31310-260
Phone: 55 (31) 3499-8856
Contact:
Cristina Morgan Cavalcanti
Head of Investor Relations–USIMINAS
Phone: +55 (31) 3499-8856
SOURCE Usinas Siderurgicas de Minas Gerais S.A.-USIMINAS
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