CORURIPE NETHERLANDS B.V. ANNOUNCES CASH TENDER OFFER AND CONSENT SOLICITATION FOR ANY AND ALL OF ITS 10.000% SENIOR SECURED NOTES DUE 2027
SÃO PAULO, Jan. 2, 2025 /PRNewswire/ -- Coruripe Netherlands B.V. (the "Offeror"), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, announces that it has commenced a cash tender offer (the "Tender Offer") for any and all of the outstanding US$300,000,000 aggregate principal amount of 10.000% senior secured notes due 2027 (the "Notes") issued by the Offeror and guaranteed by S.A. Usina Coruripe Açúcar e Álcool ("Usina Coruripe"), GTW Agronegócios S.A. ("GTW"), R.C.W. Agronegócios Ltda. ("R.C.W."), S.P.F. Agronegócios Ltda. ("S.P.F.") and V.M.W. Agronegócios Ltda. ("V.M.W." and, together with Usina Coruripe, GTW, R.C.W. and S.P.F., the "Guarantors").
Concurrently with the Tender Offer, the Offeror is soliciting consents from holders of the Notes (the "Holders" and the "Consent Solicitation") for the adoption of proposed amendments (the "Proposed Amendments") to the indenture governing the Notes (the "Indenture"), which Proposed Amendments would (i) eliminate the collateral package under the Indenture; (ii) eliminate substantially all of the restrictive covenants, as well as certain events of default and related provisions contained in the Indenture; and (iii) reduce the minimum notice period to Holders in the case of an optional redemption pursuant to Sections 3.02 and 3.05 of the Indenture from 10 days to three Business Days (as defined in the Indenture).
The Tender Offer and the Consent Solicitation are being made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated January 2, 2025 (the "Offer to Purchase").
Certain information regarding the Notes and the terms of the Tender Offer and the Consent Solicitation is summarized in the following table:
Description of Notes | CUSIP/ISIN | Outstanding | Tender Offer | + | Early Tender | = | Total |
10.000% Senior Secured | 144A: 22088D AA8 / Reg S: N2322C AA3 / | US$300,000,000 | US$970.00 | US$30.00 | US$1,000.00 |
(1) | As of the date of the Offer to Purchase, the outstanding aggregate principal amount of the Notes is US$300,000,000, of which US$11,086,000 is held by the Offeror, the Guarantors or their affiliates and is, therefore, not subject of the Consent Solicitation. |
(2) | The amount to be paid for each US$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase. In addition, the Offeror will pay accrued and unpaid interest on the principal amount of Notes accepted for purchase from the most recent interest payment date on the Notes to, but not including, the applicable Settlement Date for such Notes ("Accrued Interest"). |
(3) | The additional amount to be paid for each US$1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted for purchase, included in the Total Consideration. |
(4) | The total amount to be paid for each US$1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted for purchase. The Total Consideration equals the Tender Offer Consideration plus the Early Tender Payment. In addition, Accrued Interest will be paid. |
If Holders tender their Notes pursuant to the Tender Offer, they will also be providing Consents (as defined in the Offer to Purchase) with respect to the Proposed Amendments with respect to such Notes. Holders may not tender their Notes without delivering Consents pursuant to the Consent Solicitation and may not deliver Consents without tendering their Notes pursuant to the Tender Offer.
In order for the Proposed Amendments to be adopted, Consents for the Proposed Amendment for Elimination and/or Changes of Covenants (as defined in the Offer to Purchase) must be received in respect of at least a majority of the aggregate outstanding principal amount of the Notes (not including any Notes that are owned by the Offeror, the Guarantors or any of their affiliates) (the "Majority Consent") and Consents for the Proposed Amendment for Collateral Removal (as defined in the Offer to Purchase) must be received in respect of at least two thirds of the aggregate outstanding principal amount of the Notes (not including any Notes that are owned by the Offeror, the Guarantors or any of their affiliates) (the "Two-Thirds Consent") (each of the Two-Thirds Consent and the Majority Consent, a "Requisite Consent"). For the avoidance of doubt, if the Two-Thirds Consent is obtained, a Consent for the Proposed Amendment for Elimination and/or Changes of Covenants shall also be deemed to be obtained.
If the Offeror receives any Requisite Consent, the Offeror, the Guarantors, the Trustee (as defined in the Offer to Purchase) and the Collateral Agent (as defined in the Offer to Purchase) will execute a third supplemental indenture to the Indenture (the "Third Supplemental Indenture") containing the applicable Proposed Amendments to the Indenture; however, the Third Supplemental Indenture and the applicable Proposed Amendments will not be operative until the applicable Settlement Date. Adoption of any of the Proposed Amendments will have adverse consequences for Holders who elect to not tender Notes in the Tender Offer.
If any Requisite Consent is not obtained, the Offeror reserves the right in its sole discretion to accept and purchase Notes tendered pursuant to the Tender Offer.
The Tender Offer and the Consent Solicitation will expire at 5:00 p.m. (New York City time) on January 31, 2025, unless extended by the Offeror (such time and date, as the same may be modified, the "Expiration Time"). The deadline for Holders to validly tender (and not validly withdraw) Notes and deliver Consents in the Tender Offer and the Consent Solicitation and be eligible to receive payment of the Total Consideration, which includes the Early Tender Payment, will be 5:00 p.m. (New York City time) on January 15, 2025, unless extended by the Offeror (such time and date, as the same may be modified, the "Early Tender Deadline"). Holders validly tendering Notes and delivering Consents in the Tender Offer and the Consent Solicitation after the Early Tender Deadline and at or prior to the Expiration Time will only be eligible to receive payment of the Tender Offer Consideration, which equals the Total Consideration less the Early Tender Payment. Tendered Notes may be withdrawn and delivered Consents may be revoked at any time prior to 5:00 p.m. (New York City time) on January 15, 2025, unless extended by the Offeror (such time and date, as the same may be modified, the "Withdrawal Deadline"), but not thereafter, unless required by applicable law.
Assuming acceptance by the Offeror of all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline, the Offeror intends to accept such Notes for purchase and to make payment in cash of an amount equal to the Total Consideration plus Accrued Interest for such accepted Notes on the Early Settlement Date, which is expected to be four business days after the Early Tender Deadline or as promptly as practicable thereafter. Assuming acceptance by the Offeror of all Notes validly tendered (and not validly withdrawn) after the Early Tender Deadline, but at or prior to the Expiration Time, the Offeror intends to accept such Notes for purchase and make payment in cash of an amount equal to the Tender Offer Consideration plus Accrued Interest for such accepted Notes on the Final Settlement Date, which is expected to be two business days after the Expiration Time or as promptly as practicable thereafter.
The Offeror's obligation to accept for purchase, and to pay for, the Notes that are validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of the following conditions: (i) the consummation of a concurrent real denominated loan transaction, as described in the Offer to Purchase (the "Financing Condition") and (ii) certain general conditions set forth in the Offer to Purchase. The Offeror reserves the right, subject to applicable law, in its sole discretion, to waive any of the conditions, in whole or in part, at any time and from time to time. If the Offeror waives a material condition to the Tender Offer, applicable law or regulation may require it to extend the Tender Offer.
The Offeror has the right to amend or terminate the Tender Offer and the Consent Solicitation at any time, subject to applicable law.
Citigroup Global Markets Inc., Itau BBA USA Securities, Inc., Rabo Securities USA, Inc. and XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A. are acting as dealer managers in the Tender Offer and as solicitation agents in the Consent Solicitation, and can be contacted at their telephone numbers set forth on the back cover page of the Offer to Purchase with questions regarding the Tender Offer and the Consent Solicitation.
Copies of the Offer to Purchase are available to Holders from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer and the Consent Solicitation. Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (866) 828-6934 (toll-free), +1 (212) 269-5550 (collect) or coruripe@dfking.com.
Neither the Offer to Purchase 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 Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Offeror, the Guarantors or any of their affiliates. The Tender Offer and the Consent Solicitation are not being made to, nor will the Offeror accept tenders of Notes or deliveries of Consents from, Holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the Proposed Amendments to the Indenture.
Important Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or that relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described in this press release will be consummated or as to the ultimate terms of any such transactions. The Offeror and the Guarantors undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
DISCLAIMER
This press release must be read in conjunction with the Offer to Purchase. This press release and the Offer to Purchase contain important information that must be read carefully before any decision is made with respect to the Tender Offer and the Consent Solicitation. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offer and the Consent Solicitation. None of the Offeror, the Guarantors, the dealer managers, the solicitation agents, the information and tender agent or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Holders should participate in the Tender Offer and the Consent Solicitation.
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SOURCE Coruripe Netherlands B.V.