LUXEMBOURG, May 26, 2022 /PRNewswire/ -- Votorantim Cimentos International S.A. ("VCI"), a direct, wholly-owned subsidiary of Votorantim Cimentos S.A. ("VCSA"), is announcing today the pricing terms of its previously announced tender offer for cash (the "Tender Offer") to purchase its 7.250% Senior Notes due 2041 (the "Notes") in an aggregate principal amount that would result in VCI paying aggregate total consideration (excluding accrued and unpaid interest) not to exceed U.S.$200 million (the "Maximum Purchase Amount"). The Notes are guaranteed by VCSA and Votorantim S.A. ("VSA"). The Tender Offer is being made pursuant to the terms and subject to the conditions set forth in the offer to purchase, dated May 13, 2022 (the "Offer to Purchase").
The total tender consideration to be paid for the Notes accepted for purchase pursuant to the Tender Offer was determined by reference to (i) the Fixed Spread for the Notes set forth in the table below and (ii) yield for the Notes (the "Reference Yield") based on the bid-side price of the U.S. Treasury reference security set forth in the table below (the "Total Tender Consideration"). The Reference Yield was calculated in accordance with standard market practice at 11:00 a.m., New York City time, on May 26, 2022. The Total Tender Consideration for the Notes includes an early tender payment (the "Early Tender Payment") of U.S.$30.00 per U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer.
The following table sets forth the pricing information for the Tender Offer:
Title of Notes
CUSIP No. / ISIN No.
7.250% Senior Notes due
92911QAA5; P98088AA8 /
UST 2.375% due
February 15, 2042
(1) Per U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Offer to Purchase.
(2) Includes the Early Tender Payment of U.S.$30.00 per U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) on or prior to the Early Expiration Deadline.
(3) Excludes accrued and unpaid interest up to, but not including, the Early Settlement Date (as defined below) or a date promptly following the Expiration Deadline (the "Final Settlement Date" and, each of the Early Settlement Date and Final Settlement Date, a "Settlement Date"), as the case may be, which will be paid in addition to the Total Tender Consideration or Tender Offer Consideration (as defined below), as the case may be.
In addition to the applicable Total Tender Consideration for the Notes, Holders who have validly tendered (and not validly withdrawn) their Notes at or prior to 5:00 p.m., New York City time, on May 26, 2022 (the "Early Expiration Deadline") and whose Notes are accepted for purchase by VCI pursuant to the Tender Offer, subject to the Maximum Purchase Amount, will receive accrued and unpaid interest on the Notes accepted for purchase pursuant to the Tender Offer from and including the most recent interest payment date to, but not including, the early settlement date, which is currently expected to be June 1, 2022 (the "Early Settlement Date"). Notes validly tendered in the Tender Offer may not be withdrawn after 5:00 p.m., New York City Time, on May 26, 2022 (unless extended by VCI), except as may be required by applicable law.
Holders of Notes who have not yet tendered their Notes have until 11:59 p.m., New York City time, on June 10, 2022 (such date and time, as the same may be extended, the "Expiration Time"), to tender their Notes pursuant to the Tender Offer in accordance with the terms of the Offer to Purchase. Holders of the Notes who validly tender their Notes following the Early Tender Deadline, but on or prior to the Expiration Time, subject to the Maximum Purchase Amount, will be eligible to receive the applicable "Tender Offer Consideration" for the Notes, which is an amount equal to the Total Tender Consideration less the Early Tender Payment.
To the extent VCI purchases validly tendered Notes in an aggregate principal amount representing an aggregate total consideration (excluding accrued and unpaid interest) equal to the Maximum Purchase Amount on the Early Settlement Date, Holders validly tendering Notes after the Early Expiration Deadline will not be entitled to have any of their Notes accepted for purchase.
If the aggregate principal amount of Notes validly tendered would result in VCI paying aggregate total consideration (excluding accrued and unpaid interest) that exceeds the Maximum Purchase Amount, only a principal amount of Notes validly tendered representing an aggregate total consideration (excluding accrued and unpaid interest) not exceeding such Maximum Purchase Amount will be accepted for purchase. Pursuant to the Offer to Purchase, VCI may, but is not obligated to, increase the Maximum Purchase Amount in its sole and absolute discretion without extending the Early Expiration Deadline or Withdrawal Deadline or otherwise reinstating withdrawal or revocation rights, except as required by applicable law.
Copies of the Offer to Purchase are available to holders from D.F. King, the information and tender agent for the Tender Offer (the "Information and Tender Agent"). Requests for copies of the Offer to Purchase should be directed to the Information and Tender Agent, (i) banks and brokers calls, at +1 212 269 5550 (collect), (ii) all other calls, at +1 (800) 628 8538 (toll free U.S. only) or (iii) via email, at VCI@dfking.com.
VCI has retained BofA Securities, Inc. ("BofA"), Citigroup Global Markets Inc. ("Citigroup"), HSBC Securities (USA) Inc. ("HSBC"), Itau BBA USA Securities, Inc. ("Itaú BBA") and UBS Securities LLC ("UBS") to act as Dealer Managers in connection with the Tender Offer. Questions regarding the Tender Offer may be directed to BofA at +1 (646) 855-8988 (collect), +1 (888) 292-0070 (toll free), Citigroup at +1 (212) 723-6106 (collect), +1 (800) 558-3745 (U.S. toll free); HSBC at +1 (212) 525-5552 (collect), +1 (888) HSBC-4LM (toll free); Itaú BBA at +1 (888) 770-4828 (toll free) and +1 (212) 710-6749 (collect); and UBS at +1 (203) 719-4210 (collect) and +1 (888) 719-4210 (toll free).
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.
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents. The Tender Offer is being made solely pursuant to the Offer to Purchase. VCI is making the Tender Offer only in those jurisdictions where it is legal to do so. The Tender Offer is not being made to, nor will VCI accept tenders of Notes from holders in any jurisdiction in which the Tender Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
About Votorantim Cimentos International S.A.
VCI is a direct, wholly-owned subsidiary of VCSA, a global vertically integrated heavy building materials company, with operations in South America, North America, Europe, Asia and Africa. VCSA and its subsidiaries (collectively, "Votorantim Cimentos") produce and sell a complete portfolio of building materials—which includes cement, aggregates, ready mix concrete, mortar and other building materials—and Votorantim Cimentos serves a highly diversified and fragmented client base. VCSA is a wholly-owned, direct subsidiary of VSA, a privately held holding company. VSA's portfolio companies operate in 16 countries in various industries: building materials, finance, aluminum, clean and renewable energy, metals and mining, orange juice, long steel, real estate, and infrastructure.
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.
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SOURCE Votorantim Cimentos International S.A.