KLABIN AUSTRIA GMBH ANNOUNCES EXPIRATION AND RESULTS OF ITS PUBLIC OFFERS FOR ALL OF ITS OUTSTANDING 5.250% DUE 2024 AND 4.875% DUE 2027 NOTES
SAO PAULO, March 25, 2022 /PRNewswire/ — Klabin Austria GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized and existing under the laws of Austria (the “Offeror”), today announced the expiration and results of its cash tender offers (respectively, the “2024 Bonds Tender Offer” and the “2024 Bonds Tender Offer” 2027”, together the “Tender Offers”) all of its (i) 5.250% Notes due 2024 (the “2024 Notes”, CUSIP / ISIN: (144A) 49835LAA9 / US49835LAA98, (Reg S:) L5828LAA7 / USL5828LAA72) and (ii) 4.875% Notes due 2027 (the “2027 Notes,” CUSIP / ISIN: (144A) 49835LAB7 / US49835LAB71, (Reg S): L5828LAB5 / USL5828LAB55, and, together with the 2024 Notes, the “Bonds”), in each case guaranteed by Klabin SA, a company (sociedade anônima) organized and existing under the laws of the Federal Republic of Brazil (the guarantor”).
The Public Offers expired at 5:00 p.m., New York City It’s time March 25, 2022 (expiration date”).
The Offeror has been advised that effective upon the publication of this Notice, US$35,963,000 in total principal of the 2024 Bonds, representing approximately 20.74% of the total outstanding principal of the 2024 Bonds, and US$234,881,000 in aggregate principal amount of the 2027 Bonds, representing approximately 47.89% of the aggregate outstanding principal amount of the 2027 Bonds, have been validly tendered (and not validly withdrawn) pursuant to the Tender Offers. The Offeror has accepted for purchase all the Bonds which have been validly tendered (and not validly withdrawn) before the publication of this notice. No bond has been submitted by guaranteed delivery. The Public Offers should be concluded on March 30, 2022 (the “Payment Date“).
Holders of 2024 Bonds that have been validly tendered (and not validly withdrawn) prior to the publication of this notice will receive US$1,052.75 for each US$1,000 principal amount of the 2024 Bonds validly tendered (and not validly withdrawn) and accepted for purchase, and the holders of the 2027 Bonds which were validly tendered (and not validly withdrawn) before the publication of this notice will receive US$1,034.00 for each US$1,000 principal amount of the 2027 Bonds validly tendered (and not validly withdrawn) and accepted for purchase, plus, in each case, accrued and unpaid interest, if any, on the Bonds accepted for purchase from the last interest payment date preceding the Payment Date up to, but not including, the payment date.
The Tender Offers have been made on the terms and subject to the conditions set out in the Tender Offer dated March 21, 2022, and the related Notice of Guaranteed Delivery (together, the “Offering Documents”). Copies of the Offer Documents are available to holders of Bonds from Morrow Sodali Ltd., the information and tendering agent for Public Offers at +1 203 609 4910 (US), + 44 20 4513 6933 (EMEA and LATAM), +852 2319 4130 (APAC), email: [email protected]or on the website https://bonds.morrowsodali.com/Klabin.
Citigroup Global Markets Inc., Italy BBA United States Securities, Inc. and Santander Investment Securities Inc. have been engaged to act as broker managers (the “Broker Managers”) in connection with the tender offers. Questions regarding the tender offers may be directed to Citigroup Global Markets Inc. at +1 (800) 558 3745 (toll free) or +1 (212) 723 6106 (collect), Itau BBA United States Securities, Inc. at +1 (888) 770-4828 (toll free) or +1 (212) 710-6749 (collect), and Santander Investment Securities Inc. at +1 (855) 404-3636 (toll free ) or +1 (212) 940-1442 (collect).
Neither the offering documents nor any related documents have been filed with the United States Securities and Exchange Commission, and none of these documents has been filed or reviewed by any federal or state securities commission or a regulatory authority of a country. No authority has passed on the accuracy or adequacy of the offering documents or any related documents, and it is illegal and may be a criminal offense to make any representation to the contrary.
This announcement is not an offer to sell or a solicitation of an offer to buy Securities. The Tender Offers have been made solely by the Offeror pursuant to the Offer Documents. The Public Offers have not been made in, and the Offeror has not accepted, offers of Bonds from Bondholders in a jurisdiction in which the Public Offers or their acceptance would not comply with the securities or blue sky laws of that jurisdiction.
Klabin Austria GmbH
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of Section 27A of the US Securities Act of 1933, as amended, and Section 21E of the US Securities Exchange Act of 1934, as amended. Forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that such forward-looking statements are and will be, as the case may be, subject to numerous risks, uncertainties and factors relating to the offeror that could cause actual results to differ materially from expressed or implied future results. in such forward-looking statements. Although the Offeror believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available, the Offeror cannot guarantee future results or events. The Offeror expressly disclaims any obligation to update any forward-looking statements.
+1 203 609 4910
SOURCE Klabin Austria GmbH