Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____COMPANHIA SIDERÚRGICA NACIONAL
Corporate Taxpayer’s ID (CNPJ/MF): 33.042.730/0001-04
Company Registry (NIRE): 35300396090
Publicly-held Company
Announcement of CSN Resources S.A.’s Pricing of US$600.0 Million of 7.625% Notes Due 2026 and Re-tap of US$400.0 Million of 7.625% Notes Due 2023
São Paulo, April 10, 2019 – Companhia Siderúrgica Nacional (“CSN”) (NYSE: SID) announced today that its subsidiary, CSN Resources S.A., priced an offering of US$600.0 million in aggregate principal amount of 7.625% notes due 2026 (the “2026 Notes”) and a re-tap offering of US$400.0 million in aggregate principal amount of 7.625% notes due 2023 (the “Additional 2023 Notes,” and together with the 2026 Notes, the “Notes”), offered pursuant to exemptions from registration under Rule 144A and Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), expected to close on April 17, 2019. The Additional 2023 Notes were offered as a further issuance of and will be consolidated and form a single fungible series with CSN Resources S.A.’s 7.625% notes due 2023 issued in an aggregate principal amount of US$350.0 million on February 13, 2018, raising the total outstanding aggregate principal amount on this tranche to US$750.0 million.
CSN expects to use the net proceeds from these offerings (i) to purchase (a) any and all outstanding 6.875% senior unsecured guaranteed notes due 2019, or the 2019 Notes, and (b) outstanding 6.50% senior unsecured guaranteed notes due 2020 in an amount not to exceed US$1.0 billion less the aggregate principal amount of 2019 Notes validly tendered and accepted for purchase, and (ii) for general corporate purposes. The expected expiration date for the concurrent tender offers, which were announced on April 5, 2019, is May 3, 2019.
The Notes were offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act. When issued, the Notes will not have been registered under the Securities Act or state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.
São Paulo, April 10, 2019
COMPANHIA SIDERÚRGICA NACIONAL
Marcelo Cunha Ribeiro
Chief Financial and Investor Relations Officer
COMPANHIA SIDERÚRGICA NACIONAL | |
By: |
/S/ Benjamin Steinbruch
|
Benjamin Steinbruch
Chief Executive Officer |
| |
By: |
/S/ Marcelo Cunha Ribeiro
|
Marcelo Cunha Ribeiro
Chief Financial and Investor Relations Officer |
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