Votorantim Cimentos International S.A. Launches Offer To Exc

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|Dec 19|magazine61 min read

LUXEMBOURG, Jan. 10, 2019 /PRNewswire/ -- Votorantim Cimentos International S.A. ("VCI"), a direct, wholly-owned subsidiary of Votorantim Cimentos S.A. ("VCSA"), today announced that it has commenced (i) an offer to exchange (the "Exchange Offer") up to U.S.$500 million in aggregate principal amount (the "Maximum Acceptance Limit") of its outstanding 7.250% Senior Notes due 2041 (the "Existing VCI Notes") for newly issued 7.250% Senior Notes due 2041 (the "New St. Marys Notes") of St. Marys Cement Inc. (Canada) ("St. Marys") and (ii) a consent solicitation to solicit consents (the "Consent Solicitation") from Eligible Holders (as defined below) of the Existing VCI Notes to amend (the "Proposed Amendments") the indenture governing the Existing VCI Notes to eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions, contained in such indenture. The Existing VCI Notes are guaranteed by Votorantim S.A. ("VSA") and VCSA.

The Exchange Offer and the Concurrent Cash Tender Offer (as defined below) are being conducted as part of VCSA's internationalization strategy and corporate reorganization that advances VCSA's international expansion, in addition to enabling a more efficient capital management.

The New St. Marys Notes will be issued by St. Marys, a wholly-owned, direct subsidiary of VCI, and will be guaranteed by VCSA. The New St. Marys Notes will mature on April 5, 2041.  Interest will accrue on the New St. Marys Notes from the first Settlement Date (as defined below) at a rate of 7.250% per annum and will be payable semi-annually in arrears on April 5 and October 5, commencing on April 5, 2019.

The Exchange Offer and the Consent Solicitation are being made pursuant to VCI's Exchange Offer Memorandum and Consent Solicitation Statement, dated January 10, 2019 (the "Exchange Offer Memorandum"), which sets forth a more comprehensive description of the terms of the Exchange Offer and related Consent Solicitation. The Exchange Offer and the related Consent Solicitation are scheduled to expire at 11:59 p.m., New York City time, on February 7, 2019, unless extended or terminated earlier (the "Expiration Deadline").  Eligible Holders who validly tender and do not validly withdraw Existing VCI Notes on or prior to 5:00 p.m., New York City time, on January 24, 2019, unless extended (the "Early Expiration Deadline"), will receive the Total Exchange Consideration, which includes the Early Exchange Payment. "Total Exchange Consideration" means, for each U.S.$1,000 principal amount of Existing VCI Notes validly tendered (and not validly withdrawn) and accepted by VCI, U.S.$1,000 principal amount of New St. Marys Notes and a cash payment of U.S.$2.50. The Total Exchange Consideration includes a payment (the "Early Exchange Payment") of U.S.$30 principal amount of New St. Marys Notes and a cash payment of U.S.$2.50, in each case, per U.S.$1,000 principal amount of Existing VCI Notes tendered. Eligible Holders who validly tender (and do not validly withdraw) Existing VCI Notes after the Early Expiration Deadline but prior to the Expiration Deadline will receive the Exchange Offer Consideration. "Exchange Offer Consideration" means, for each U.S.$1,000 principal amount of Existing VCI Notes validly tendered (and not validly withdrawn) and accepted by VCI, U.S.$970 principal amount of New St. Marys Notes. Accrued and unpaid interest on the Existing VCI Notes accepted for purchase from the last interest payment date of the Existing VCI Notes up to but excluding the applicable Settlement Date (as defined below) will be paid in cash on the applicable Settlement Date.

The following table sets forth certain terms of the Exchange Offer:     

CUSIP No. / ISIN No.

Existing VCI Notes

Outstanding
Principal Amount

New Notes

Exchange Offer
Consideration
New Notes(1)

+

Early Exchange
Payment(2)

=

Total Exchange Consideration(2)(4)

New
Notes(1)

Cash(3)

New
Notes(1)

Cash(1)(2)

92911QAA5; P98088AA8 /
US92911QAA58; USP98088AA83

7.250% Senior Notes
due 2041 of VCI

U.S.$1,150,500,000

7.250% Senior Notes
due 2041 of St. Marys

U.S.$970


U.S.$30

U.S.$2.50


U.S.$1,000

U.S.$2.50












(1)    Consideration in the form of principal amount of New St. Marys Notes per U.S.$1,000 principal amount of Existing VCI Notes that are validly tendered and not validly withdrawn, subject to any rounding as described in the Exchange Offer Memorandum.

(2)    The Early Exchange Payment will be payable to holders who validly tender (and not validly withdraw) Existing VCI Notes on or prior to the Early Expiration Deadline.

(3)    Consideration in the form of cash per U.S.$1,000 principal amount of Existing VCI Notes that are validly tendered and not validly withdrawn, subject to any rounding as described in the Exchange Offer Memorandum.

(4)    Includes the Early Exchange Payment for Existing VCI Notes validly tendered (and not validly withdraw) on or prior to the Early Expiration Deadline.

 

The obligation of VCI to accept tendered Existing VCI Notes and to accept delivered consents pursuant to the Exchange Offer and the Consent Solicitation, respectively, is subject to certain conditions, which include the Fibria Sale Condition (as defined in the Exchange Offer Memorandum), the receipt of Notes validly tendered (and not validly withdrawn) pursuant to the Offer to Purchase (as defined below) (including, if applicable, any Existing VCI Notes tendered pursuant to a Tender Election (as defined below)) in an aggregate principal amount of at least U.S.$500.0 million (the "Tender Offer Condition"), and the issuance of at least U.S.$300 million aggregate principal amount of New St. Marys Notes (the "Minimum Issuance Condition").  VCI reserves the right, in its sole discretion, not to accept any tenders of Existing VCI Notes or deliveries of consents with respect to the Consent Solicitation for any reason. 

VCI reserves the right but is under no obligation, at any point following the Early Expiration Deadline and before the Expiration Deadline, to accept for purchase any Existing VCI Notes validly tendered and not validly withdrawn at or prior to the Early Expiration Deadline (the "Early Settlement Date"), subject to the Maximum Acceptance Limit. The Early Settlement Date will be determined at VCI's option, subject to all conditions to the Exchange Offer having been satisfied or waived by VCI. Irrespective of whether VCI chooses to exercise its option to have an Early Settlement Date, VCI will purchase any remaining Existing VCI Notes that have been validly tendered and not validly withdrawn by the Expiration Deadline and that VCI chooses to accept for purchase, subject to the Maximum Acceptance Limit and all conditions to the Exchange Offer having been satisfied or waived by VCI, on 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"). VCI reserves the right, but is not obligated, to increase the Maximum Acceptance Limit 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.

To the extent VCI purchases validly tendered and not validly withdrawn Existing VCI Notes in an aggregate principal amount of the Aggregate Maximum Acceptance Limit on the Early Settlement Date, Eligible Holders validly tendering Existing VCI Notes after the Early Expiration Deadline will not be entitled to have any of their Existing VCI Notes accepted for purchase.

The Proposed Amendments to the indenture governing the Existing VCI Notes require the consents (the "Requisite Consents") of holders of a majority in aggregate principal amount of the Existing VCI Notes outstanding (excluding any Existing VCI Notes held by VCI or its affiliates). Eligible Holders who tender their Existing VCI Notes into the Exchange Offer will also be providing their consents to the Proposed Amendments with respect to such Existing VCI Notes. In connection with the Concurrent Cash Tender Offer (as defined below), VCI is also seeking the consent of holders of Existing VCI Notes to the Proposed Amendments. The Offer to Purchase (as defined below) requires that any holder tendering its Existing VCI Notes in the Concurrent Cash Tender Offer also have delivered its consents to the Proposed Amendments with respect to such Existing VCI Notes tendered. Accordingly, any such consents received by VCI in the Concurrent Cash Tender Offer shall be added to any consents obtained in the Consent Solicitation for purposes of calculating the Requisite Consents to effectuate the Proposed Amendments.

Tendered Existing VCI Notes may not be withdrawn and consents may not be revoked after 5:00p.m. New York City time, on January 24, 2019 (unless extended by VCI), except as may be required by applicable law.

Concurrently with the Exchange Offer and Consent Solicitation, VCI is offering to purchase for cash an aggregate amount of up to U.S.$650 million (the "Tender Maximum Acceptance Limit") of Existing VCI Notes, its 3.50% Notes due 2022 and its 3.25% Notes due 2021 on the terms and conditions of the Offer to Purchase dated as of the date hereof (the "Offer to Purchase"), a copy of which may be obtained from the Information and Exchange Agent (the "Concurrent Cash Tender Offer").  On each purchase date of the Concurrent Cash Tender Offer, the purchase of the Existing VCI Notes is prioritized over the VCI Euro Notes as described in the Offer to Purchase.

If the aggregate principal amount of Existing VCI Notes validly tendered in the Exchange Offer exceeds the Maximum Acceptance Limit, VCI will accept such tendered Existing VCI Notes on a pro rata basis. Eligible Holders may elect, at the time that they submit their tender of Existing VCI Notes, elect to have VCI purchase for cash (the "Tender Election") any validly tendered and not validly withdrawn Existing VCI Notes that were not accepted for purchase in the Exchange Offer as a result of proration pursuant to and in accordance with the Offer to Purchase, subject to the Tender Maximum Acceptance Limit and with the same priority as holders of Existing VCI Notes that tendered their notes directly into the Concurrent Cash Tender Offer. In addition, any Tender Election will also apply in the event the Exchange Offer is terminated or not consummated. In the circumstances described in this paragraph, unless an Eligible Holder completes a Tender Election, any validly tendered and not validly withdrawn Existing VCI Notes of such Eligible Holder that are not accepted for purchase shall not be eligible for purchase under the Concurrent Cash Tender Offer and shall not be accepted for exchange and shall remain outstanding.  Pursuant to the Offer to Purchase, VCI may, but is not obligated to, increase the Tender Maximum Acceptance Limit in its sole and absolute discretion without extending the relevant early expiration deadline or withdrawal deadline or otherwise reinstating withdrawal or revocation rights, except as required by applicable law.

The settlement date for Existing VCI Notes tendered in the Concurrent Cash Tender Offer (including, if applicable, any Existing VCI Notes tendered pursuant to a Tender Election) may occur on a later date than the Settlement Date of the Exchange Offer. In all cases, the relevant settlement date of the Concurrent Cash Tender Offer is expected to be within two business days of the relevant Settlement Date for the Exchange Offer.

The Exchange Offer and Consent Solicitation is being made, and the New St. Marys Notes are being offered, only to holders of the Existing VCI Notes who are either (a) persons other than "U.S. persons" as defined in Regulation S ("Regulation S") under the Securities Act of 1933, as amended (the "Securities Act"), and who agree to purchase the New St. Marys Notes outside of the United States, and who are otherwise in compliance with the requirements of Regulation S or (b) U.S. persons who are "qualified institutional buyers" as defined in Rule 144A under the Securities Act and to whom the New St. Marys Notes are offered in the United States in a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act; provided that, in each case, (A) if such holder is in the European Economic Area, such holder (i) is a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) and related implementation measures in member states of the European Economic Area (a "qualified investor") and (ii) is not a retail investor (as defined below), and (B) such holder is not a beneficial owner in or resident of Canada, or an authorized representative acting on behalf of a beneficial owner in or resident of Canada. The holders of Existing VCI Notes who have certified to VCI that they are eligible to participate in the Exchange Offer and Consent Solicitation pursuant to at least one of the foregoing conditions are referred to as "Eligible Holders." Only Eligible Holders are authorized to receive or review the Exchange Offer Memorandum and to participate in the Exchange Offer. As used above, the expression "retail investor" means a person who is one (or more) of the following (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"), (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) not a qualified investor.

Copies of the Exchange Offer Memorandum are available to Eligible Holders from D.F. King, the information and exchange agent for the Exchange Offer and the Consent Solicitation (the "Information and Exchange Agent").  Requests for copies of the Offer to Purchase should be directed to the Information and Exchange Agent, (i) in New York, at +1 212 269 5550 (collect) or +1 (800) 735 3591 (toll free), (ii) in London, at +44 20 7920-9700, (iii) via email, at [email protected], or (iv) online, at https://sites.dfkingltd.com/VotoCim.

VCI has retained Citigroup Global Markets Inc. ("Citigroup"), Morgan Stanley & Co. LLC ("Morgan Stanley"), BB Securities Limited ("BB Securities"), Banco Bradesco BBI S.A. ("Bradesco"), Itau BBA USA Securities, Inc. ("Itaú BBA") and Santander Investment Securities Inc. ("Santander") to act as Dealer Managers in connection with the Exchange Offer and as Solicitation Agents in connection with the Consent Solicitation.  Questions regarding the Exchange Offer and the Consent Solicitation may be directed to Citigroup at +1 (212) 723-6106 (collect), +1 (800) 558-3745 (toll free); Morgan Stanley at +1 (212) 761-1057 (collect), +1 (800) 624-1808 (toll free); BB Securities at +(44) 20 7367-5832 (collect); Bradesco BBI at +1 (212) 888-9145 (collect); Itaú BBA at +1 (888) 770-4828 (toll free); and Santander at +1 (212) 940-1442 (collect) and +1 (855) 404-3636 (toll free).

Neither the Exchange Offer Memorandum 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 Exchange Offer Memorandum or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The New St. Marys Notes have not been registered under the Securities Act, or any state securities laws.  Accordingly, the New St. Marys Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom.

The New St. Marys Notes have not been, nor will the New St. Marys Notes be, qualified for distribution or distributed to the public under the securities laws of any province or territories of Canada. The New St. Marys Notes are not being offered or exchanged, directly or indirectly in Canada or to or for the account of any resident of Canada. The New St. Marys Notes issued under the Exchange Offer are subject to resale restrictions in Canada and may not be offered or sold in Canada or to Canadian purchasers, except in a transaction exempt from the prospectus requirements of applicable Canadian provincial securities laws and regulations.

This announcement is not an offer to exchange, a solicitation of an offer to exchange or a solicitation of consents, including with respect to the Concurrent Cash Tender Offer.  The Exchange Offer and the Consent Solicitation are being made solely pursuant to the Exchange Offer Memorandum.  VCI is making the Exchange Offer and the Consent Solicitation only in those jurisdictions where it is legal to do so.  The Exchange Offer and the Consent Solicitation are not being made to, nor will VCI accept tenders of Notes and deliveries of consents from, Eligible Holders in any jurisdiction in which the Exchange Offer and the Consent Solicitation 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, Africa and Asia. VCSA produces and sells a complete portfolio of building materials—which includes cement, aggregates, ready mix concrete, mortar and other building materials—and VCSA serves a highly diversified and fragmented client base. VCSA is a wholly-owned, direct subsidiary of VSA, a privately held conglomerate in Latin America that is a strong player in each of its main business segments: cement; non-ferrous metals, such as zinc, aluminum, nickel and copper, as well as significant steel and power generation operations.

About St. Marys Cement Inc. (Canada).

St. Marys is a direct, wholly-owned subsidiary of VCI and a wholly-owned, indirect subsidiary of VSA.  With more than 100 years of history in the cement business, St. Marys manufactures and sells hydraulic cement, ready mix concrete, and aggregates in Canada and in the United States.  St. Marys operates two cement plants in Canada (St. Marys and Bowmanville, both in the Province of Ontario); two cement plants in the United States (Charlevoix, Michigan and Dixon, Illinois); and two grinding mills in the United States (Detroit, Michigan and Milwaukee, Wisconsin).  St. Marys markets its products in the Great Lakes Region of North America (consisting of the States of Wisconsin, Illinois, Indiana, Michigan, Ohio and New York, in the United States, and the Province of Ontario, in Canada, or the Great Lakes Region), in the United States, using mainly the St. Marys Cement, Prairie Material and Canada Building Materials, or CBM, trade names.  St. Marys has 60 fixed ready mix concrete plants (excluding joint ventures), 33 aggregates facilities (21 sand and gravel operations and eight limestone quarries, three aggregates resale depots and one dryer plant) and 15 cement terminals strategically located around the Great Lakes Region.

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.