SÃO PAULO, Feb. 3, 2021 /PRNewswire/ — Hidrovias Worldwide Finance S.à r.l., a personal restricted legal responsibility firm (société à responsabilité limitée) integrated within the Grand Duchy of Luxembourg, having its registered workplace at 17, Boulevard Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Corporations (Registre de commerce et des sociétés, Luxembourg) below quantity B221114 (the “Firm” or “we”), a wholly-owned subsidiary of Hidrovias do Brasil S.A. (“Hidrovias”), introduced in the present day the early tender outcomes for its provide to buy for money (the “Tender Provide”) any and all of its excellent 5.950% Notes due 2025 (ISIN: US42953LAA08 / USL48008AA19 and CUSIP: 42953L AA0 / L48008 AA1) (the “Notes”). Capitalized phrases used on this announcement, however not outlined herein, shall have the meanings given to such phrases within the Provide to Buy (as outlined under).
The Firm introduced in the present day that, as of February 2, 2021, at 5:00 p.m. New York Metropolis time (which was the Early Tender Date), it has obtained legitimate tenders from Holders of the Notes of U.S.$425,821,000 in principal quantity of the Notes, which represents 74.0% of the excellent Notes (excluding Notes held by the Firm or its associates). Withdrawal rights for the Tender Provide have expired. Upon the acceptance of such legitimate tenders by the Firm for fee on the Early Settlement Date (which is predicted to be on February 9, 2021), U.S.$ 425,821,000 in mixture principal quantity of the Notes shall be bought by the Firm and cancelled on the Early Settlement Date.
As well as, as a result of the Firm obtained the Requisite Consents as of the Early Tender Date, the Firm expects, on or concerning the date of this announcement, to execute and ship a Supplemental Indenture offering for the Proposed Amendments. As described within the Provide to Buy, the Proposed Amendments will change into operative solely upon fee of the relevant consideration for such delivered Consents, besides that the Tender Provide Proposed Modification will change into operative instantly upon execution of the Supplemental Indenture.
The Tender Provide and associated Consent Solicitation will expire at 11:59 p.m., New York Metropolis time, on February 17, 2021, until prolonged or earlier terminated by us (such time and date, as it could be prolonged or earlier terminated with respect to the Tender Provide and associated Consent Solicitation, the “Expiration Date”). Besides as could also be required by relevant regulation, Notes tendered after the Early Tender Date and previous to the Expiration Date will not be withdrawn and the associated Consents delivered will not be revoked.
Our obligation to buy the Notes within the Tender Provide is conditioned on the satisfaction or waiver of sure situations, together with the Financing Situation, as described within the Provide to Buy. No assurances may be on condition that the Financing Transaction shall be accomplished.
Topic to relevant regulation, we reserve the proper: (1) to waive any and all situations to the Tender Provide or Consent Solicitation; (2) to increase the Tender Provide or Consent Solicitation; and (3) to terminate or to in any other case amend the Tender Provide or Consent Solicitation the least bit. We additionally reserve the proper, in our sole discretion, to not settle for any tenders of Notes for any motive.
The phrases and situations of the Tender Provide and Consent Solicitation, together with the Proposed Amendments, are described within the Provide to Buy and Consent Solicitation Assertion, dated January 20, 2021, (as it could be amended or supplemented, the “Provide to Buy”) and the associated Consent and Letter of Transmittal dated January 20, 2021 (as it could be amended or supplemented, the “Letter of Transmittal”). Copies of the Provide to Buy and the Letter of Transmittal can be found to Holders from D.F. King & Co., Inc., the tender and data agent for the Tender Provide and Consent Solicitation (the “Tender and Info Agent”). Requests for copies of the Provide to Buy and the Letter of Transmittal needs to be directed to the Tender and Info Agent in New York at +1 (877) 732-3617 or electronic mail at [email protected].
We have now retained Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and Santander Funding Securities Inc. to every act as Seller Managers and Solicitation Brokers in reference to the Tender Provide and Consent Solicitation. Questions concerning the Tender Provide and Consent Solicitation could also be directed to Itau BBA USA Securities, Inc. at +1 (888) 770-4828 (toll free) or + 1 (212) 710-6749 (acquire), to J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free) or +1 (212) 834-4087 (acquire), to BofA Securities, Inc. at +1 (888) 292-0070 (toll free) and +1 (646) 855-8988 (acquire), to Morgan Stanley & Co. LLC at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (acquire) and to Santander Funding Securities Inc. at +1 (855) 404-3636 (acquire) or +1 (212) 940-1442 (acquire).
Neither the Provide to Buy, the Letter of Transmittal nor any associated paperwork have been filed with or reviewed by any federal or state securities fee or regulatory authority of any nation. No authority has handed upon the accuracy or adequacy of the Provide to Buy, the Letter of Transmittal or any associated paperwork, and it’s illegal and could also be a prison offense to make any illustration on the contrary. The Financing Transaction isn’t and won’t be registered below the USA Securities Act of 1933, as amended (the “Securities Act”) and shall be made in reliance on exemptions from the registration necessities of the Securities Act. Due to this fact, any securities issued in reference to the Financing Transaction won’t be provided or bought in the USA or to U.S. residents with out an relevant exemption from registration necessities of the Securities Act. The Financing Transaction isn’t and won’t be registered with the Securities and Change Fee of Brazil (Comissão de Valores Mobiliários) and isn’t and won’t represent a public providing of securities below the legal guidelines of Brazil.
The Tender Provide and Consent Solicitation are being made solely on the phrases and situations set forth within the Provide to Buy. Beneath no circumstance shall this press launch represent a proposal to buy nor a solicitation of a proposal to promote the Notes or another securities or a solicitation of consents. The Tender Provide and Consent Solicitation aren’t being made to, nor will we settle for tenders of Notes or supply of consents from, Holders in any jurisdiction through which the Tender Provide and Consent Solicitation wouldn’t be in compliance with the securities or blue sky legal guidelines of such jurisdiction. No advice is made by us, the Seller Managers or the Solicitation Brokers as as to if Holders ought to tender their Notes or ship consents. Holders ought to rigorously learn the Provide to Buy and the associated supplies, as a result of they comprise essential data, together with the varied phrases and situations of the Tender Provide and Consent Solicitation.
Disclosures on this press launch comprise forward-looking statements. All statements, apart from statements of historic information, included on this press launch that deal with actions, occasions or developments that administration expects, believes or anticipates will or could happen sooner or later are forward-looking statements. With out limiting the generality of the foregoing, forward-looking statements contained on this press launch particularly embrace statements concerning the consummation of the Tender Provide, the Consent Solicitation, the Financing Transaction together with the timing thereof, the Proposed Amendments and the execution of the Supplemental Indenture. These statements are primarily based on sure assumptions made by the Firm primarily based on the expertise of the administration of Hidrovias and their notion of historic tendencies, present situations, anticipated future developments and different components believed to be applicable. Such statements are topic to a variety of assumptions, dangers and uncertainties, a lot of that are past the management of the Firm and Hidrovias, which can trigger precise outcomes to vary materially from these implied or expressed by the forward-looking statements. Any forward-looking assertion applies solely as of the date on which such assertion is made and neither the Firm nor Hidrovias shall right or replace any forward-looking assertion, whether or not on account of new data, future occasions or in any other case, besides as required by regulation.
Hidrovias do Brasil S.A.
Rua Gilberto Sabino, 215, 7th Ground
São Paulo, SP, Brazil
Tel: +55 11 97250-0628 / +55 11 97176-8020
E-mail: [email protected]
SOURCE Hidrovias Worldwide Finance S.à r.l.