LUXEMBOURG, Oct. 21, 2021 /PRNewswire/ --
REDE D'OR FINANCE
(Incorporated in the Grand Duchy of Luxembourg)
Offer to Purchase for Cash Up to U.S.$135,000,000 Aggregate Principal Amount
of its Outstanding 4.500% Notes due 2030
unconditionally guaranteed by Rede D'Or São Luiz S.A.
Rede D'Or Finance, a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg with registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) under number B221035 ("Rede D'Or"), hereby announces the early tender results of its offer to purchase for cash up to U.S.$135,000,000 aggregate principal amount (subject to increase by Rede D'Or in its sole discretion under the circumstances described in the Offer to Purchase (as defined below), the "Maximum Tender Amount") of its outstanding 4.500% Notes due 2030 (CUSIP: 75735GAA6 and L7915TAA0, and ISIN: US75735GAA67 and USL7915TAA09) (the "Notes"), upon the terms and subject to the conditions described in the Offer to Purchase dated October 6, 2021 (as it may be amended or supplemented from time to time, the "Offer to Purchase"). Capitalized terms used in this announcement, but not defined herein, shall have the meanings given to such terms in the Offer to Purchase.
Rede D'Or hereby announces that, as of October 20, 2021, at 5:00 p.m. New York City time (which was the Early Tender Deadline), it had received valid tenders from the registered holders of the Notes (individually, a "Holder" and collectively, the "Holders") of U.S.$359,879,000 in aggregate principal amount of the Notes (which exceeds the Maximum Tender Amount). Withdrawal rights for the Tender Offer have expired. The Tender Offer will expire at 11:59 p.m., New York City time, on November 3, 2021, or any other date and time to which Rede D'Or extends the Tender Offer (such date and time, as it may be extended, the "Expiration Deadline").
In accordance with the Offer to Purchase, Rede D'Or has elected to have an Early Settlement Date. The Early Settlement Date for Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Deadline and accepted for purchase by Rede D'Or shall be on October 22, 2021. In addition, all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted for purchase pursuant to the Tender Offer will be so accepted on a prorated basis subject to the Maximum Tender Amount.
In accordance with the Offer to Purchase, Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted for purchase pursuant to the Tender Offer will receive the Tender Offer Consideration plus the Early Tender Premium. In addition, all Holders of Notes accepted for purchase pursuant to the Tender Offer will, on the Early Settlement Date, also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Early Settlement Date. As the aggregate principal amount of Notes tendered for purchase prior to the Early Tender Deadline exceeds the Maximum Tender Amount, no Notes tendered for purchase after the Early Tender Deadline will be accepted for purchase, provided that such Notes may be accepted for purchase if Rede D'Or increases the Maximum Tender Amount, which Rede D'Or Finance is entitled to do in its sole discretion. There can be no assurance that Rede D'Or will increase the Maximum Tender Amount. Any Notes tendered pursuant to the Tender Offer that are not accepted and purchased by Rede D'Or as a result of the operation of the proration provisions applicable to the Tender Offer shall be promptly returned to the relevant tendering Holders following the Expiration Deadline.
THE OFFER TO PURCHASE AND THIS ANNOUNCEMENT CONTAIN CERTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER, IN PARTICULAR, SEE "CERTAIN SIGNIFICANT CONSIDERATIONS" IN THE OFFER TO PURCHASE FOR A DISCUSSION OF CERTAIN FACTORS HOLDERS SHOULD CONSIDER IN CONNECTION WITH THE TENDER OFFER.
NEITHER THE OFFER TO PURCHASE NOR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFER HAVE BEEN FILED WITH OR REVIEWED BY THE FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.
NONE OF REDE D'OR, ITS BOARD OF DIRECTORS, THE DEALER MANAGERS (AS DEFINED BELOW), THE TENDER AND INFORMATION AGENT (AS DEFINED BELOW) OR THE TRUSTEE (AS DEFINED IN THE OFFER TO PURCHASE) OR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY NOTES IN RESPONSE TO THE TENDER OFFER. HOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO PARTICIPATE IN THE TENDER OFFER, AND, IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER.
The Offer to Purchase and related documents do not constitute an offer to buy or the solicitation of an offer to sell notes in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Rede D'Or by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. If Rede D'Or becomes aware of any jurisdiction in which the making of the Tender Offer would not be in compliance with such laws, Rede D'Or will make a good faith effort to comply with any such laws or may seek to have such laws declared inapplicable to the Tender Offer. If, after such good faith effort, Rede D'Or cannot comply with any such applicable laws, the Tender Offer will not be made to the Holders of Notes residing in each such jurisdiction. Neither the delivery of this announcement, the Offer to Purchase and any related documents nor any purchase of Notes by Rede D'Or will, under any circumstances, create any implication that the information contained in this announcement, the Offer to Purchase or in any related document is current as of any time subsequent to the date hereof or thereof.
The Offer to Purchase does not constitute an offer to sell or a solicitation of an offer to buy any securities (other than the Notes). Any offering of securities will only be made by an offering document and any such offering may not be registered with the U.S. Securities and Exchange Commission.
This release may contain certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan" and similar expressions are generally intend to identify forward-looking statements. Rede D'Or is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in the Offer to Purchase.
D.F. King & Co., Inc. is acting as the tender agent and as the information agent (the "Tender and Information Agent") for the Tender Offer. Itau BBA USA Securities, Inc. and J.P. Morgan Securities LLC are acting as Dealer Managers (the "Dealer Managers") for the Tender Offer.
The Tender and Information Agent for the Tender Offer is:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Banks and Brokers call: (212) 269-5550
Toll free (U.S. only): (866) 356-7813
(For Eligible Institutions only):
Attn: Michael Horthman
Any questions or requests for assistance or for additional copies of the Offer to Purchase may be directed to the Tender and Information Agent at one of its telephone numbers above. A Holder (or a beneficial owner that is not a Holder) may also contact any of the Dealer Managers at their telephone numbers set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer to Purchase.
The Dealer Managers for the Tender Offer are:
Itau BBA USA Securities, Inc.
Debt Capital Markets Team
J.P. Morgan Securities LLC
Latin America Debt Capital Markets
383 Madison Avenue
New York, NY
U.S. Toll-Free: +1 (866) 846-2874
Collect: +1 (212) 834-4533
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SOURCE Rede D’Or Finance