SÃO PAULO, July 23, 2020 /PRNewswire/ -- InterCement Financial Operations B.V. (the "Issuer"), a wholly-owned subsidiary of InterCement Participações S.A. (the "Company" or "our"), announced today that its previously announced private exchange offer (the "Exchange Offer") for any and all of its 5.750% Senior Notes due 2024 (the "Existing Notes") for its newly issued 7.000%/8.500% Senior Secured PIK Toggle Notes due 2027 has expired. The conditions to the Exchange Offer and the Consent Solicitation were not satisfied and the Exchange Offer and Consent Solicitation will not be consummated.
Prior the expiration of the Exchange Offer and the Consent Solicitation, the Company had engaged in a dialogue with certain holders in an effort to be constructive and work toward exchange offer terms that would be mutually agreeable to all parties involved. The Company is, and has always been ready, to engage constructively to achieve a resolution in which all parties would contribute in an equitable manner as part of our strategy to improve our capital structure and liquidity position.
The Exchange Offer and the Consent Solicitation were being made pursuant to an Exchange Offer Memorandum and Consent Solicitation Statement, dated June 24, 2020, as amended by a press release dated July 9, 2020 (as so amended, the "Exchange Offer Memorandum"). Capitalized terms used but not otherwise defined in this press release have the meanings ascribed to them in the Exchange Offer Memorandum.
This press release is neither an offer to sell nor the solicitation of an offer to buy any security. This press release is also not a solicitation of any consent to the amendments that were proposed to the Existing Notes Indenture. The Exchange Offer and Consent Solicitation was being made solely pursuant to the Exchange Offer Memorandum. No recommendation was made as to whether the holders of Existing Notes should tender their Existing Notes for exchange and deliver their consents in the Exchange Offer and Consent Solicitation.
D.F. King & Co., Inc. acted as the information agent and the exchange agent for the Exchange Offer and Consent Solicitation and can be contacted at (212) 269-5550 or toll free at (800) 370-1749.
Morgan Stanley & Co. LLC, BB Securities Limited, Banco Bradesco BBI S.A. and Itau BBA USA Securities, Inc. acted as dealer managers and solicitation agents in connection with the Exchange Offer and Consent Solicitation and can be contacted as follows: Morgan Stanley & Co. LLC at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect), BB Securities Limited at +44 (20) 7367-5800, Banco Bradesco BBI S.A. at +55 11 3847-5792 and Itau BBA Securities LLC +1 (212) 710-6781/6799.
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 the Company that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although the Company believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to the Company's management, the Company cannot guarantee future results or events. The Company expressly disclaims a duty to update any of the forward-looking statements.
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SOURCE InterCement Financial Operations B.V.