Votorantim Cimentos International S.A. Announces Final Results And Expiration Of Its Tender Offers For Its 7.250% Senior Notes Due 2041, 3.500% Notes Due 2022 And 3.250% Notes Due 2021 And The Termination Of Its Exchange Offer And Consent Solicitation Relating To Its 7.250% Senior Notes Due 2041

LUXEMBOURG, Feb. 8, 2019 /PRNewswire/ -- Votorantim Cimentos International S.A. ("VCI"), a direct, wholly-owned subsidiary of Votorantim Cimentos S.A. ("VCSA"), today announced (i) the final results and expiration of its previously announced offer to purchase for cash (collectively, the "Tender Offers") of its outstanding 7.250% Senior Notes due 2041 (the "2041 Notes"), 3.500% Notes due 2022 (the "2022 Notes") and 3.250% Notes due 2021 (the "2021 Notes" and, together with the 2041 Notes and the 2022 Notes, the "Notes") and (ii) the termination of its previously announced offer to exchange (the "Concurrent 2041 Notes Exchange Offer") up to U.S.$500 million aggregate principal amount of the 2041 Notes for newly issued 7.250% Senior Notes due 2041 (the "New St. Marys Notes") of St. Marys Cement Inc. (Canada), which were offered on the terms and conditions set forth in the exchange offer and consent solicitation statement, dated January 10, 2019 (the "Exchange Offer Memorandum"), and the related consent solicitation for the 2041 Notes (the "2041 Consent Solicitation").  

As set forth in the offer to purchase and consent solicitation statement, dated January 10, 2019 (as amended by the terms set forth in a press release issued on January 25, 2019, the "Offer to Purchase"), and the Exchange Offer Memorandum, the Tenders Offers, the Concurrent 2041 Notes Exchange Offer and the 2041 Consent Solicitation expired at 11:59 p.m., New York City time, on February 7, 2019 (the "Expiration Deadline").

According to information received by D.F. King, as of the Expiration Deadline, (i) holders of the 2041 Notes had validly tendered and not validly withdrawn (including any tender elections made pursuant to the Concurrent 2041 Notes Exchange Offer) $540,281,000 aggregate principal amount of the 2041 Notes (representing approximately 47.0% of the outstanding 2041 Notes), (ii) holders of the 2022 Notes had validly tendered and not validly withdrawn €151,475,000 aggregate principal amount of the 2022 Notes (representing approximately 43.7% of the outstanding 2022 Notes), and (iii) holders of the 2021 Notes had validly tendered and not validly withdrawn €60,688,000 aggregate principal amount of the 2021 Notes (representing approximately 28.3% of the outstanding 2021 Notes).

Holders who validly tendered (and did not validly withdraw) Notes in the Tenders Offers on or prior to the Expiration Deadline will receive the Total Tender Consideration (as defined below), with respect to such series of Notes. Accrued and unpaid interest on the Notes accepted for purchase from the last interest payment date of such series of Notes up to but excluding the settlement date will also be paid in cash on the settlement date, which is currently anticipated to be February 14, 2019. 

• With respect to the 2041 Notes, "Total Tender Consideration" means, for each U.S.$1,000 principal amount of 2041 Notes validly tendered (and not validly withdrawn) and accepted by VCI, a cash payment of U.S.$1,065.00.
• With respect to the 2022 Notes, "Total Tender Consideration" means, for each €1,000 principal amount of 2022 Notes validly tendered (and not validly withdrawn) and accepted by VCI, a cash payment of €1,037.50.
• With respect to the 2021 Notes, "Total Tender Consideration" means, for each €1,000 principal amount of 2021 Notes validly tendered (and not validly withdrawn) and accepted by VCI, a cash payment of €1,032.50.

In connection with the Tender Offers, VCI has waived the Exchange Offer Condition (as defined in the Offer to Purchase) and intends to accept for purchase all Notes validly tendered (and not validly withdrawn) in the Tender Offers (including any tender elections made pursuant to the Concurrent 2041 Notes Exchange Offer) as of the Expiration Deadline.  As of the Expiration Deadline, the Minimum Issuance Condition (as defined in the Exchange Offer Memorandum) was not satisfied and therefor the Concurrent 2041 Notes Exchange Offer and the 2041 Consent Solicitation were terminated in accordance with their terms. As a result, no New St. Marys Notes will be issued in connection with the Concurrent 2041 Notes Exchange Offer and a supplemental indenture to the indenture governing the 2041 Notes will not be executed and the proposed amendments to the 2041 Notes will not be made. All 2041 Notes that have been validly tendered (and not validly withdrawn) under the "exchange only" option (and not having made a tender election) in the Concurrent 2041 Notes Exchange Offer will be returned promptly to the respective holders thereof without any action required on the part of the holders. Any 2041 Notes not tendered and purchased pursuant to the relevant Tender Offer will remain outstanding and will be governed by the terms of the indenture governing the 2041 Notes.

D.F. King acted as tender and information agent in connection with the Tender Offers. References herein to (i) the 2041 Notes, refer to the 7.250% Senior Notes due 2041 (CUSIP No.: 92911QAA5, P98088AA8; ISIN No.: US92911QAA58, USP98088AA83), (ii) the 2022 Notes, refer to the 3.500% Notes due 2022 (ISIN No.: XS1232126810, XS1232127115) and (iii) the 2021 Notes, refer to the 3.250% Notes due 2021 (ISIN No.: XS1061030117, XS1061029614).

VCI retained Citigroup Global Markets Inc. ("Citigroup"), Morgan Stanley & Co. LLC ("Morgan Stanley"), BB Securities Limited ("BB Securities"), Banco Bradesco BBI S.A. ("Bradesco"), Itau BBA USA Securities, Inc. ("Itaú BBA") and Santander Investment Securities Inc. ("Santander") to act as Dealer Managers in connection with the Tender Offers. Questions regarding the Tender Offers may be directed to Citigroup at +1 (212) 723-6106 (collect), +1 (800) 558-3745 (toll free); Morgan Stanley at +1 (212) 761-1057 (collect), +1 (800) 624-1808 (toll free); BB Securities at +(44) 20 7367-5832 (collect); Bradesco BBI at +1 (212) 888-9145 (collect); Itaú BBA at +1 (888) 770-4828 (toll free); and Santander at +1 (212) 940-1442 (collect) and +1 (855) 404-3636 (toll free).

None of the Offer to Purchase, the Exchange Offer Memorandum and 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 this press release, the Offer to Purchase, the Exchange Offer Memorandum or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This press release is not an offer to purchase or a solicitation of an offer to purchase. The Tender Offers were made solely pursuant to the Offer to Purchase. VCI made the Tender Offers only in those jurisdictions where it was legal to do so. The Tender Offers were not made to, and VCI did not accept tenders of Notes from, holders in any jurisdiction in which the Tender Offers 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 statements that are forward-looking 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. Forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to VCI and its affiliates that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although VCI believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to VCI's management, VCI cannot guarantee future results or events. VCI expressly disclaims a duty to update any of the forward-looking statements.

SOURCE Votorantim Cimentos International S.A.