PORTO ALEGRE, Brazil,
Oct. 19, 2017 /PRNewswire/ -- Gerdau
S.A. (Bovespa: GGBR, NYSE: GGB, Latibex: XGGB) ("Gerdau" or the
"Company"), Citigroup Global Markets Inc. and Santander Investment
Securities Inc. (collectively, the "Offerors" or "Dealer Managers")
hereby announce the results of the early tender period under the
previously announced offer by the Offerors on behalf of Gerdau to
purchase for cash (the "Tender Offer") up to a maximum amount of
U.S.$640,000,000 (including the Early
Tender Payment, if applicable) of certain of the outstanding 7.000%
Bonds due 2020 (the "2020 Bonds") issued by Gerdau Holdings Inc.
(the "2020 Bonds Issuer"), 5.750% Bonds due 2021 (the "2021 Bonds")
issued by Gerdau Trade Inc. (the "2021 Bonds Issuer") and 5.893%
Bonds due 2024 (the "2024 Bonds, and together with the 2020 Bonds
and the 2021 Bonds, the "Bonds" and each, a "series" of Bonds)
issued jointly by Gerdau Holdings Inc. and GTL Trade Finance Inc.
(the "2024 Bonds Issuers", and together with the 2020 Bonds Issuer
and the 2021 Bonds Issuer, the "Issuers"). The Tender Offer is
being made pursuant to the offer to purchase dated October 4, 2017 (the "Offer to Purchase").
Capitalized terms used but not defined in this press release shall
have the meanings assigned to them in the Offer to Purchase.
The Tender Offer was oversubscribed as of 5:00 P.M., New York
City time, on the Early Tender Date. Accordingly, the
Offerors will not accept for purchase any additional Bonds tendered
after the Early Tender Date. As the Tender Offer was
oversubscribed, Bonds tendered at or prior to the Early Tender Date
were accepted in accordance with the Acceptance Priority Level (as
defined in the Offer to Purchase) and proration (in respect of the
2020 Bonds), in the amounts set forth in the table below. No 2024
Bonds were accepted for purchase.
The principal amount of each series of Bonds that were validly
tendered and not validly withdrawn in the Tender Offer as of the
Early Tender Date and the principal amount of each series of Bonds
that have been accepted for purchase by the Offerors are set forth
in the table below.
Description of
Bonds
|
CUSIP / ISIN
Nos.
|
Outstanding
Principal
Amount
|
Acceptance
Priority
Level
|
Tender
Cap
|
Principal Amount
Tendered
|
Principal Amount
Accepted
|
5.750% Bonds due
2021
|
G3925DAA8 /
USG3925DAA84
37373WAA8 /
US37373WAA80
|
U.S.$1,250,000,000
|
1
|
N/A
|
U.S.$551,653,000
|
U.S.$551,653,000
|
7.000% Bonds due
2020
|
U37405AA2 /
USU37405AA20
37373UAA2 /
US37373UAA25
|
U.S.$638,603,000
|
2
|
N/A
|
U.S.$235,898,000
|
U.S.$35,299,000
|
5.893% Bonds due
2024
|
G24422AA8 /
USG24422AA83
36249SAA1 /
US36249SAA15
|
U.S.$1,165,629,000
|
3
|
U.S.$75,000,000
|
U.S.$127,236,000
|
U.S.$0
|
The Tender Offer is subject to, and conditioned upon, the
satisfaction or waiver of certain conditions as set forth in the
Offer to Purchase. In particular, the Financing Condition (as
defined in the Offer to Purchase) has been met and the New Offering
is expected to close on the business day after the early settlement
date for the Tender Offer.
Gerdau expects that delivery of cash with respect to such
validly tendered and accepted Bonds will occur on the Early
Settlement Date, which is expected to be October 23, 2017.
On the Early Settlement Date, eligible holders of Bonds that
were validly tendered prior to the Early Tender Date, and whose
Bonds were accepted for purchase, will be entitled to receive total
consideration of (i) U.S.$1,090.00
for each U.S.$1,000 principal amount
of the 2021 Bonds tendered and (ii) U.S.$1,096.25 for each U.S.$1,000 principal amount of the 2020 Bonds
tendered, which includes, in each case, the Early Tender Payment of
U.S.$30.00 per U.S.$1,000 principal amount of the Bonds. In
addition, such eligible holders will be entitled to receive a cash
payment equal to the accrued and unpaid interest on such Bonds up
to, but not including, the Early Settlement Date.
The Tender Offer will expire at 11:59
p.m. New York City time, on
November 1, 2017, unless extended or
earlier terminated. The withdrawal deadline for the Tender Offer
was 5:00 p.m., New York City time, on October 18, 2017 and so has passed.
Accordingly, Bonds tendered (in the past or future) in the Tender
Offer may no longer be withdrawn, except if required by applicable
law.
The Issuers have consented to the Offerors making the Tender
Offer. It is intended that the Bonds validly tendered at or prior
to the Early Tender Date and purchased by the Offerors in the
Tender Offer will be exchanged by the Offerors with Gerdau Trade
Inc. for a decrease in the proceeds received from the New
Offering.
The Information and Tender Agent for the Tender Offer is Global
Bondholder Services Corporation. To contact the Information and
Tender Agent, banks and brokers may call (212) 430-3774, and others
may call U.S. toll-free: (866) 470-4200.
The Dealer Managers for the Tender Offer are Citigroup Global
Markets Inc. and Santander Investment Securities Inc. Any questions
or requests for assistance may be directed to Citigroup Global
Markets Inc. at Collect: (212) 723-6106 or U.S. Toll-Free: (800)
558-3745 or Santander Investment Securities Inc. at Collect: (212)
940-1442 or U.S. Toll-Free: (855) 404-3636. In addition, Holders
may contact their broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Tender Offer.
This notice does not constitute or form part of any offer or
invitation to purchase, or any solicitation of any offer to sell,
the Bonds or any other securities in the
United States or any other country, nor shall it or any part
of it, or the fact of its release, form the basis of, or be relied
on or in connection with, any contract therefor. The Tender Offer
is made only by and pursuant to the terms of the Offer to Purchase
and the information in this notice is qualified by reference to the
Offer to Purchase. None of the Offerors, the Issuers or the
Information and Tender Agent make any recommendations as to whether
Holders should tender their Bonds pursuant to the Tender Offer.
* * *
This notice to the market does not represent an offer to sell
securities or a solicitation to buy securities in the United States or in any other country. The
New Offering was not and will not be registered under the U.S.
Securities Act of 1933 ("Securities Act"), as amended.
Consequently, the bonds issued in the New Offering are prohibited
from being offered or sold in the United
States or to U.S. citizens without the applicable
registration or exemption from registration required under the
Securities Act or applicable laws of other jurisdictions.
This notice to the market is released for disclosure purposes
only, in accordance with applicable legislation. It not does not
constitute marketing material, and should not be interpreted as
advertising an offer to sell or soliciting any offer to buy
securities issued by any of the Issuers. This notice to the market
is not for distribution in or into or to any person located or
resident in the United States, its
territories and possessions, any state of the United States or the District of Columbia or in any jurisdiction
where it is unlawful to release, publish or distribute this
announcement, other than any exemption thereunder.
Forward-Looking Statements
This notice includes and
references "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements
may relate to, among other things, the Issuers' business strategy,
goals and expectations concerning its market position, future
operations, margins and profitability.
Although the Issuers believe the assumptions upon which these
forward-looking statements are based are reasonable, any of these
assumptions could prove to be inaccurate and the forward-looking
statements based on these assumptions could be incorrect.
The matters discussed in these forward-looking statements are
subject to risks, uncertainties and other factors that could cause
actual results and trends to differ materially from those made,
projected, or implied in or by the forward-looking statements
depending on a variety of uncertainties or other factors.
The Issuers undertake no obligation to update any of their
forward-looking statements.
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SOURCE Gerdau S.A.