Early Results and Settlement of Cash Tender Offer by CSN Resources S.A.
On February 16, 2022, Companhia Siderúrgica Nacional (SID) announced early results from its cash tender offer for up to US$300 million of 7.625% Senior Unsecured Guaranteed Notes due 2026 through its subsidiary, CSN Resources. The Financing Condition has been met, and tenders received by the Early Tender Date exceeded the Maximum Tender Amount, resulting in a proration factor of 61.1%. The Tender Offer expires on March 3, 2022. All validly tendered Notes will be accepted for purchase, with payments scheduled for February 17, 2022.
- Early results indicate strong demand with tenders of approximately US$448.6 million received, exceeding the US$300 million Maximum Tender Amount.
- The Financing Condition required for the cash tender offer has been satisfied.
- Only 61.1% of the validly tendered Notes will be accepted due to the high demand exceeding the Maximum Tender Amount.
SÃO PAULO, Feb. 16, 2022 /PRNewswire/ -- Companhia Siderúrgica Nacional ("CSN") (NYSE: SID) informs today the early results of the previously announced cash tender offer (the "Tender Offer") by its Luxembourg finance subsidiary, CSN Resources S.A. ("CSN Resources"), for up to US
The Tender Offer is being made on the terms and is subject to the conditions set forth in the offer to purchase dated February 3, 2022 (the "Offer to Purchase").
The following table sets forth the total consideration for the Notes:
Title of Security | CUSIP/ISIN | Principal Amount | Total Consideration(1) |
| 144A: 12644VAC2 /
Regulation S: L21779AD2 / | US | US |
(1) | The amount to be paid for each US |
The Tender Offer will expire at 11:59 p.m., New York City time, on March 3, 2022, unless extended by CSN Resources (such time and date, as it may be extended, the "Expiration Date").
As of 5:00 p.m., New York City time, on February 16, 2022 (the "Early Tender Date"), according to D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer, tenders were received (and not validly withdrawn) representing approximately US
As the aggregate principal amount of the Notes validly tendered (and not validly withdrawn) as of the Early Tender Date exceeded the Maximum Tender Amount, the Notes will be accepted for purchase by CSN Resources with approximately a proration factor of
Pursuant to the terms of the Tender Offer, CSN Resources has elected to accept for purchase all Notes validly tendered and not validly withdrawn up to the Maximum Tender Amount at or prior to the Early Tender Date and will pay for such early tendered Notes on February 17, 2022.
Withdrawal rights with respect to the Tender Offer expired at 5:00 p.m., New York City time, on February 16, 2022. Accordingly, Notes tendered in the Tender Offer may no longer be withdrawn, except as may be required by applicable law (as determined by CSN Resources).
CSN Resources reserves the absolute right to amend or terminate the Tender Offer in its sole discretion, subject to disclosure and other requirements under applicable law. In the event of a termination of the Tender Offer, any Notes tendered and not accepted for purchase pursuant to the Tender Offer will be promptly returned to the tendering holders.
CSN Resources has engaged Banco BTG Pactual S.A. – Cayman Branch, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and UBS Securities LLC to act as the dealer managers (the "Dealer Managers") in connection with the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to Banco BTG Pactual S.A. – Cayman Branch at +1 (212) 293-4600 (collect), BNP Paribas Securities Corp. at +1 (888) 210-4358 (U.S. toll free) or +1 (212) 841-3059 (collect), Citigroup Global Markets Inc. at +1 (800) 558-3745 (U.S. toll free) or +1 (212) 723-6106 (collect), Goldman Sachs & Co. LLC at +1 (800) 828-3182 (U.S. toll free) or +1 (212) 357-1452 (collect), Morgan Stanley & Co. LLC at +1 (800) 624-1808 (U.S. toll free) or +1 (212) 761-1057 (collect), UBS Securities LLC at +1 (888) 719-4210 (U.S. toll free) or +1 (203) 719-4210 (collect).
Disclaimer
Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer.
This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Tender Offer is being made solely by means of the Offer to Purchase. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of CSN Resources by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
This press release may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, including those related to the Tender Offer. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements.
COMPANHIA SIDERÚRGICA NACIONAL
Marcelo Cunha Ribeiro
Chief Financial and Investor Relations Officer
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SOURCE Companhia Siderúrgica Nacional
