BELO HORIZONTE, Brazil, Dec. 2, 2016 /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"), are providing this notice with respect to the Issuer's 7.25% Notes due 2018, unconditionally guaranteed by the Company, and originally issued in the aggregate principal amount of US$400,000,000 (the "Notes") (CUSIP: 91732BAA7; G93085AA9) pursuant to an Indenture entered into with the Bank of New York (the "Indenture"), which are currently listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF market. The Company and the Issuer announced today that they are soliciting consents (the "Consent Solicitation") from holders of the Notes as of November 30, 2016, at 11:59 p.m., New York City time (the "Record Date") to temporarily waive (the "Waiver") the Company's past noncompliance with the negative pledge covenant set forth in the Indenture, which limits the Company's ability to grant assets as collateral to secure indebtedness.
As described in greater detail in the Consent Solicitation Statement dated December 1, 2016 (the "Consent Solicitation Statement"), as part of the transactions contemplated by the recent renegotiation of the Company's indebtedness with its local and international bank lenders and debenture holders, the Company pledged its interests in and relating to its hot and cold strip mills located at its Ipatinga facility as collateral (the "Collateral") to secure debt with certain Brazilian bank lenders and debenture holders (the "Brazilian Debt"). The mortgage deed relating to the Collateral was registered by the local registry of deeds in Ipatinga, Brazil on October 19, 2016, thus perfecting the security interests of such Brazilian bank lenders and debenture holders over the Collateral. The Company understands that the perfection of those security interests over the Collateral with respect to a portion of the Brazilian Debt amounting to R$4,707,844,513 as of September 30, 2016 may be viewed as noncompliance with the negative pledge covenant set forth the Indenture. The Waiver would waive, until June 30, 2017, any Default, Event of Default or potential Default or Event of Default under the negative pledge covenant in the Indenture arising out of the perfection of the security interests of the Brazilian bank lenders and debenture holders over the Collateral. The Waiver also would release, until June 30, 2017, any objections, claims and causes of action that a holder of the Notes may have relating to such noncompliance.
The Company is offering to pay participating holders of the Notes who deliver valid and unrevoked consents, duly received and accepted by the Company, the consent fee (the "Consent Fee") set forth in the table below for each $1,000 principal amount of the Notes to which such consent relates. The Consent Solicitation will expire on 11:59 p.m., New York City time, on December 15, 2016, a date which may be extended by the Company from time to time in its sole discretion (the "Consent Date"). Assuming satisfaction or waiver of all conditions to the Consent Solicitation, including receipt and acceptance by the Company of the Requisite Consents (as defined below), the Consent Fee will be paid as promptly as practicable following the Consent Date. Holders of the Notes as of the Record Date that do not provide valid and unrevoked consents on or prior to the Consent Date will not receive the Consent Fee. Interest will not accrue on or be payable with respect to the Consent Fee.
The Indenture provides that the holders of not less than a majority in aggregate principal amount of the outstanding Notes may, on behalf of the holders of all Notes, waive the Company's noncompliance with certain restrictive covenants set forth in the Indenture. Accordingly, approval of the Waiver requires receipt of valid unrevoked consents from holders of Notes as of the Record Date of not less than a majority of the outstanding principal amount of the Notes (the "Requisite Consents"). Assuming satisfaction or waiver of all conditions described herein and in the Consent Solicitation Statement, including receipt and acceptance by the Company of the Requisite Consents, the Waiver will become effective and all holders of the Notes will be bound by the terms of the Waiver, including subsequent holders of the Notes, even if such holders did not deliver consents.
As required by the terms of the instruments governing the renegotiation of the Company's indebtedness, following the conclusion of the Consent Solicitation, the Company intends to carry out an exchange offer for the Notes, in due course, and in any event no later than June 30, 2017, which could involve seeking to modify the terms of the Notes and providing additional credit support on terms and conditions that are currently being discussed. The effectiveness of the Waiver is not a condition to the Company's ability to carry out an exchange offer for the Notes. Any exchange offer for the Notes would be made by means of an exchange offer memorandum prepared and distributed for such purpose, and not as part of the Consent Solicitation.
The Company may, in its sole discretion, terminate, extend or amend the Consent Solicitation at any time as described in the Consent Solicitation Statement. If the Consent Solicitation is terminated, the Waiver will have no effect on the Notes or the holders of the Notes. However, if the Consent Solicitation is terminated or if the Requisite Consents are not obtained, and the Waiver does not become effective, an Event of Default could, after receipt of notice and the passage of time, be triggered under the Indenture. The occurrence of an Event of Default under the Indenture could result in the acceleration of payment obligations under the Notes which could lead to an acceleration of the Company's other indebtedness. In addition, failure of the Waiver to become effective on or prior to December 31, 2016 could result in all of the Company's indebtedness being deemed "current liabilities" for accounting purposes.
This press release does not constitute a solicitation of consents. The Consent Solicitation is being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement.
Questions concerning the terms of the Solicitation should be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or (646) 855-8988 (collect). BofA Merrill Lynch is the Solicitation Agent for the Consent Solicitation (the "Solicitation Agent"). Requests for assistance in completing and delivering a consent form or requests for additional copies of the Consent Solicitation Statement, the consent form or other related documents should be directed to D.F. King & Co., Inc. (the "Information Agent"), 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.
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. None of the Company, the Issuer, the Trustee, the Solicitation Agent or the Information Agent make any recommendation as to whether or not holders of the Notes should provide consents to the Waiver. Holders of Notes should not construe the contents of this press release, the Consent Solicitation Statement or any related materials as legal, business or tax advice. Each holder of Notes should consult its own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning the Consent Solicitation.
The Solicitation is not being made to, and consents will not be accepted from or on behalf of, a holder of Notes in any jurisdiction in which the making of the Consent Solicitation or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Company may in its discretion take such action as it may deem necessary to lawfully make the Consent Solicitation in any such jurisdiction and to extend the Consent Solicitation to any holder of Notes in such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Consent Solicitation to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be made on behalf of the Company by the Consent Solicitation Agents or one or more registered brokers or dealers that are appropriately licensed under 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, accomplishments and performance could differ substantially from those anticipated in its forward-looking statements, including those set forth in the Consent Solicitation Statement.
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 Mendonca, 3011, Bairro Engenho Nogueira - Belo Horizonte, MG, Brazil. For more information, please visit www.usiminas.com.br.