SAO PAULO, BRAZIL, Feb. 4 /PRNewswire/ — Independencia S.A. (“Independencia“) announced today that, in connection with the previously announced consent solicitation and tender offer by its wholly-owned finance subsidiary, Independencia International Ltd. (the “Issuer“), from holders of its outstanding notes listed below (the “Notes“), the Issuer has received the requisite consents from the holders of both (i) a majority of the outstanding principal amount of its 9.875% Notes due 2015 (the “2015 Notes“) and (ii) a majority of the outstanding principal amount of its 9.875% Notes due 2017 (the “2017 Notes“) to adopt certain proposed amendments to the indentures governing the Notes.
As of 5:00 p.m., New York City time, on February 3, 2009 (the “Early Tender/Consent Time“), approximately US$79.1 million and US$53.5 million aggregate principal amount of the 2015 Notes and the 2017 Notes, respectively, were tendered for purchase in the tender offer, and consents relating to approximately US$168.6 million and US$104.8 million aggregate principal amount of the 2015 Notes and the 2017 Notes, respectively, were delivered in the consent solicitation without the related Notes being tendered in the tender offer. As a result, the Company received consents representing approximately US$247.7 million and US$158.3 million aggregate principal amount of the 2015 Notes and the 2017 Notes, respectively (representing approximately 82.6% and 70.4% of the total outstanding principal amount of the 2015 Notes and the 2017 Notes, respectively) in the consent solicitation.
The Issuer and the trustee for the Notes will promptly enter into supplemental indentures in respect of the proposed amendments which will modify the covenant regarding the limitation on incurrence of additional debt and the provision regarding the repurchase of Notes upon a change of control in each of the indentures; however, the proposed amendments will not become operative until the Issuer has paid the applicable consideration with respect to the Notes that have been validly tendered and accepted for payment in accordance with the terms and conditions of the tender offer and the Issuer has paid the consent consideration with respect to all consents that have been validly delivered prior to the Early Tender/Consent Time in accordance with the terms and conditions of the consent solicitation.
For each series of Notes, the Issuer is offering to purchase (subject to the maximum tender cap of US$144,375,000 aggregate principal amount for all Notes combined) an aggregate principal amount up to the Series Tender Cap for such series of Notes set forth in the table below (the “Series Tender Cap“). In the event that the aggregate principal amount of Notes of either series that are validly tendered and not withdrawn prior to the Expiration Time (as defined below) exceeds the Series Tender Cap for such series of Notes, the Issuer (subject to the terms and conditions of the tender offer) will purchase an amount of Notes up to the Series Tender Cap for such series on a pro rata basis.
Aggregate
Principal
Title of CUSIP/ISIN Amount Series Consent
Security Numbers Outstanding Tender Cap(1) Consideration(2)
-------- ------------ -------------- ------------- ----------------
9.875% 45380RAA3 US$225,000,000 US$61,875,000 US$30.00
Notes US45380RAA32
due G4756WAA8
2017 USG4756WAA83
9.875% 45380RAB1 US$300,000,000 US$82,500,000 US$30.00
Notes US45380RAB15
due G4756WAB6
2015 USG4756WAB66
Early
Title of Tender Offer Tender Total Tender
Security Consideration(2) Premium(2) Consideration(2)(3)
-------- ---------------- ---------- ------------------
9.875% US$630.00 US$30.00 US$660.00
Notes
due 2017
9.875% US$630.00 US$30.00 US$660.00
Notes
due 2015
(1) The Series Tender Cap is the maximum aggregate principal amount of
each series of Notes that we are offering to purchase in the
tender offer, subject to increase or modification.
(2) Per US$1,000 principal amount of Notes.
(3) Total Tender Consideration equals the Tender Offer Consideration
plus the Early Tender Premium.
The “Tender Offer Consideration” for each US$1,000 principal amount of Notes tendered and accepted for payment pursuant to the tender offer will be the applicable amount listed under the heading “Tender Offer Consideration” set forth in the table above. The “Early Tender Premium” for each series of Notes is the amount listed under the heading “Early Tender Premium” for such series of Notes in the table above. The Tender Offer Consideration plus the Early Tender Premium is referred to as the “Total Tender Consideration.” Holders must have validly tendered (and not validly withdrawn) their Notes prior to the Early Tender/Consent Time in order to be eligible to receive the Total Tender Consideration for those Notes accepted for purchase in the tender offer. Holders validly tendering their Notes after the Early Tender/Consent Time but prior to the Expiration Time will only be eligible to receive the Tender Offer Consideration in respect of those Notes accepted for purchase in the tender offer. In addition, the Issuer will pay accrued and unpaid interest on all Notes tendered and accepted for purchase in the tender offer from the last payment date to, but not including, the date on which settlement occurs.
Subject to the terms and conditions of the consent solicitation, the Issuer will pay to each Holder who, prior to the Early Tender/Consent Time, (i) delivered consents to the proposed amendments without tendering the related Notes or (ii) tendered Notes which are not purchased in the tender offer due to proration an amount equal to the applicable amount listed under the heading “Consent Consideration” in the table above per US$1,000 principal amount of Notes to which such consent relates (the “Consent Consideration“); provided that Holders whose Notes are accepted for purchase in the tender offer will receive either the applicable Tender Offer Consideration or the applicable Total Tender Consideration but no separate Consent Consideration for such Notes.
Withdrawal rights of tendered Notes and revocation of consents expired at the Early Tender/Consent Time. The tender offer for each series of Notes and the consent solicitation will expire at 11:59 p.m., New York City time, on February 18, 2009, unless extended or earlier terminated (such date and time, with respect to each series of Notes, as the same may be extended or earlier terminated, the “Expiration Time“), with settlement to occur promptly thereafter. Consummation of the tender offer for both series of Notes and the consent solicitation is subject to the satisfaction or waiver of certain conditions described more fully in the Statement (as defined below), but the receipt of the requisite consents to the proposed amendments described in the Statement has been satisfied. The Issuer reserves the right, in its sole discretion, to waive or modify any one or more of the remaining conditions to the consent solicitation and the tender offer, in whole or in part at any time, or to terminate or amend the consent solicitation and the tender offer for any reason.
This press release is for informational purposes only and is not an offer to purchase or a solicitation of consents with respect to any Notes. The consent solicitation and the tender offer are being made only by an Consent Solicitation Statement and Offer to Purchase dated January 21, 2009 (the “Statement“) and a related Letter of Transmittal and Consent dated January 21, 2009 (the “Letter of Transmittal“), and the information in this news release is qualified by reference to such documents.
The consent solicitation and the tender offer are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or blue sky laws or other laws of such jurisdiction. In any jurisdiction where the laws require solicitations or tender offers to be made by a licensed broker or dealer, the consent solicitation and tender offer will be deemed to be made on behalf of the Issuer by the dealer managers listed below or one or more registered broker dealers under the laws of such jurisdiction.
The dealer managers for the consent solicitation and the tender offer are:
Santander Investment Citi
+1-212-407-0995 (collect) +1-800-558-3745 (toll free) or
+1-212-723-6108 (collect)
The Bank of New York Mellon is acting as the depositary.
D.F. King & Co., Inc. is acting as the information agent, and The Bank of New York (Luxembourg) S.A. is acting as the Luxembourg tender agent. Persons with questions regarding the tender offer or the consent solicitation should contact Santander Investment at +1-212-407-0995 (collect) and Citi at +1-800-558-3745 (toll free) or +1-212-723-6108 (collect). Requests for copies of the Statement and the Letter of Transmittal may be directed to
D.F. King & Co., Inc. at +1-800-488-8035 (toll free) or +1-212-269-5550 (collect).
About Independencia
Independencia is one of the largest Brazilian exporters of fresh and frozen beef and one of the leading Brazilian producers of leather. In addition, it is the largest logistics operator among Brazilian beef producers and one of the largest logistics operators overall in Brazil. As of December 31, 2008, its total daily slaughter capacity was approximately 12,000 head of cattle and its daily leather processing capacity was approximately 10,000 hides (not including additional outsourced capacity of 3,000 hides per day). In addition to processing beef and leather, Independencia also produces cattle by-products, including fertilizers and biodiesel made from beef tallow with the goal of maximizing the profitability of the cattle slaughtered at its plants. To learn more about Independencia, please visit www.independencia.com.br or contact Independencia investor relations at ri@independencia.com.br.
Safe Harbor Disclosure
This news release contains forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions are forward-looking statements. Although we believe that these forward-looking statements are based upon reasonable assumptions, these statements are subject to several risks and uncertainties and are made in light of information currently available to us.
Our forward-looking statements may be influenced by factors, including the following: general economic, political and business conditions in our company’s markets, both in Brazil and abroad, including demand and prices for beef and leather products; interest rate fluctuations, inflation and exchange rate movements of the Brazilian real in relation to foreign currencies; the cyclical nature of the Brazilian and global beef and leather industries; our ability to obtain financing on terms satisfactory to us, if at all; our ability to comply with the financial tests and covenants in our existing and future debt obligations, including if we do not receive the required consents for the proposed amendments in the consent solicitation; competition; prices of cattle and raw materials; changes in Brazilian legislation and regulation; our ability to deliver goods on a timely basis; availability of tax benefits; political, economic and social events in Brazil; and government intervention impacting the Brazilian economy, taxes and tariffs.
Our forward-looking statements are not guarantees of future performance, and our actual results or other developments may differ materially from the expectations expressed in the forward-looking statements. As for forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections. Because of these uncertainties, you should not rely on these forward-looking statements.
We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
SOURCE Independencia S.A
