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Published on 4/5/2019 in the Prospect News Emerging Markets Daily and Prospect News Liability Management Daily.

CSN launches any-and-all, partial tender offers for 2019, 2020 notes

By Marisa Wong

Morgantown, W.Va., April 5 – Brazil’s Companhia Siderurgica Nacional (CSN) said subsidiary CSN Resources SA has begun two cash tender offers.

CSN Resources has begun a tender offer for any and all of the $547.1 million outstanding 6 7/8% senior guaranteed notes due 2019 issued by finance subsidiary CSN Islands XI Corp. and guaranteed by CSN.

CSN Resources also launched a partial tender offer for its $1.1 billion outstanding 6˝% senior notes due 2020 guaranteed by CSN. The maximum tender amount will be $750 million less the aggregate principal amount tendered and accepted for purchase under the 2019 notes tender offer.

The tender offers will expire at 11:59 p.m. ET on May 3.

Holders who tender their notes at or prior to 5 p.m. ET on April 18, the early tender date, will be eligible to receive the total consideration.

The total consideration per $1,000 principal amount is $1,016 for the 2019 notes and $1,020 for the 2020 notes. The total consideration includes an early tender payment of $30 per $1,000 principal amount.

Holders tendering after the early tender date will only be eligible to receive the tender consideration, which is the total consideration less the early tender payment.

The company will also pay accrued interest to the applicable settlement date.

The company may choose to settle early tendered 2019 notes on an early settlement date.

There is no “early settlement date” for the 2020 notes regardless of whether those 2020 notes were tendered at or prior to the early tender deadline.

If the aggregate amount of 2020 notes tendered exceeds the offer cap, the notes may be subject to proration.

The tender offers are conditioned on new debt financing, but neither offer is conditioned on the tender of any minimum principal amount of notes.

Merrill Lynch, Pierce, Fenner & Smith Inc. (888 292-0070 or 646 855-8988), BB Securities Ltd. (+44 20 7367 5800), Banco Bradesco BBI SA (+55 11 3847 5219), J.P. Morgan Securities LLC (866 846-2874 or 212 834-7279), Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) and Natixis Securities Americas LLC (212 698-3049) are the dealer managers for the tender offers.

D.F. King & Co., Inc. (866 530-8623 and 212 269-5550 or csn@dfking.com) is the tender and information agent.

CSN is a steelmaker based in Sao Paulo, Brazil.


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