Tupy Announces Cash Tender Offer And Consent Solicitation

SÃO PAULO, Feb. 1, 2021 /PRNewswire/ -- Tupy S.A. ("Tupy") announced today that its wholly-owned subsidiary, Tupy Overseas S.A. ("Tupy Overseas"), has commenced cash tender offer (the "Tender Offer") for any and all of the outstanding U.S.$350,000,000 aggregate principal amount of its 6.625% Senior Notes due 2024 (the "Notes").

In conjunction with the Tender Offer, Tupy Overseas is also soliciting consents (the "Consent Solicitation") from the holders of the Notes for the adoption of proposed amendments (the "Proposed Amendments"), which would, among other things, (i) eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the indenture governing the Notes and (ii) reduce the minimum required notice period for the redemption of Notes from 30 days to three business days prior to the date fixed for redemption (maintaining the maximum notice period of 60 days).

The Tender Offer and the Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated February 1, 2021 (as amended or supplemented from time to time, the "Offer to Purchase").

Holders who tender Notes must also consent to the Proposed Amendments to the indenture governing the Notes. Holders of Notes may not deliver consents to the Proposed Amendments without validly tendering the Notes in the Tender Offer and may not revoke their consents without withdrawing the previously tendered Notes to which they relate. The Proposed Amendments will be set forth in a supplemental indenture relating to the Notes and are described in more detail in the Offer to Purchase. Adoption of the Proposed Amendments requires the delivery of consents by holders of Notes of a majority of the aggregate outstanding principal amount of Notes (not including any Notes which are owned by Tupy or any of its affiliates).

Certain information regarding the Notes and the terms of the Tender Offer and the Consent Solicitation is summarized in the table below.

The deadline for holders to validly tender Notes and deliver consents and be eligible to receive payment of the Total Consideration (as defined below), which includes the Early Tender Payment (as defined below), will be 5:00 p.m. (New York City time), on February 12, 2021, unless extended or earlier terminated by Tupy Overseas (such date and time, as the same may be modified, the "Early Tender Payment Deadline"). The Tender Offer will expire at 11:59 p.m. (New York City time), on March 1, 2021, unless extended or earlier terminated by Tupy Overseas (such date and time, as the same may be modified, the "Expiration Time"). Notes tendered may be withdrawn and consents for the Proposed Amendments delivered may be revoked at any time prior to the execution of the supplemental indenture (the date and time of such execution and delivery, the "Withdrawal Deadline"), but not thereafter, unless required by applicable law.

The total consideration payable to Holders for each U.S.$1,000 principal amount of Notes validly tendered and purchased pursuant to the Tender Offer will be U.S.$1,022.08 (the "Total Consideration"). The Total Consideration includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of Notes (the "Early Tender Payment") payable only to Holders who validly tender (and do not withdraw) their Notes at or prior to the Early Tender Payment Deadline. Holders who validly tender (and do not withdraw) their Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time will be eligible to receive U.S.$992.08 per U.S.$1,000 principal amount of Notes (the "Tender Offer Consideration"), which amount will be equal to the Total Consideration less the Early Tender Payment. In addition, Tupy Overseas 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 the Notes accepted for purchase ("Accrued Interest"). Payment in cash of an amount equal to the Total Consideration, plus Accrued Interest, for such accepted Notes will be made on the early settlement date, which is expected to be within one business day after the Early Tender Payment Deadline, or as promptly as practicable thereafter.

Tupy Overseas' obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, a financing condition as described in the Offer to Purchase. In addition, subject to applicable law, Tupy Overseas reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offer and the Consent Solicitation at any time or (ii) otherwise amend the Tender Offer and/or the Consent Solicitation in any respect at any time and from time to time.  Tupy Overseas further reserves the right, in its sole discretion, not to accept any tenders of Notes with respect to the Notes. Tupy Overseas is making the Tender Offer and the Consent Solicitation only in those jurisdictions where it is legal to do so.

Concurrently with the commencement of the Tender Offer and the Consent Solicitation and conditioned upon the receipt of the net proceeds from the New Notes Offering and the failure to receive the Requisite Consents to the Proposed Amendments, Tupy Overseas issued a conditional notice of redemption for any Notes that remain outstanding following the consummation or termination of the Tender Offer and the Consent Solicitation.  Such redemption is being made in accordance with the terms of the indenture governing the Notes, which provides for a redemption price equal to 102.208% of the aggregate principal amount of the Notes, plus accrued and unpaid interest up to the date of redemption. 

Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC, Santander Investment Securities Inc. and UBS Securities LLC are acting as dealer managers for the Tender Offer and as solicitation agents for the Consent Solicitation and can be contacted at their respective telephone numbers set forth on the back cover page of Offer to Purchase with questions regarding the Tender Offer and the Consent Solicitation.

Copies of the Offer to Purchase are available to holders of Notes 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)-796-7184 (toll free), +1 (212) 269-5550 (collect) or [email protected].

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.

The Tender Offer and the Consent Solicitation are being made solely on the terms and conditions set forth in the Offer to Purchase. 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 Tupy or any of its subsidiaries, including Tupy Overseas. The Tender Offer and the Consent Solicitation are not being made to, nor will Tupy 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 of blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the Proposed Amendments to the indenture governing the Notes. No recommendation is made as to whether holders should tender their Notes or deliver their consents with respect to the Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the terms and conditions of the Tender Offer and the Consent Solicitation.

About Tupy and Tupy Overseas

Tupy is a sociedade anônima (corporation) and its headquarters is located at Rua Albano Schmidt 3400, Boa Vista, 89227-901, Joinville, Santa Catarina, Brazil.

Tupy Overseas is a wholly-owned direct subsidiary of Tupy. Tupy Overseas is a company incorporated and established under the laws of Luxembourg under the form of a société anonyme (a public limited liability company) and is registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) under number B188523. The registered office of Tupy Overseas is 14, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg.

Important Notice Regarding Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Statements that are not historical facts, including statements about Tupy's perspectives and expectations, are forward-looking statements. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions, when related to Tupy and its subsidiaries, indicate forward-looking statements. These statements reflect the current view of management and are subject to various risks and uncertainties. These statements are based on various assumptions and factors, including general economic, market, industry and operational factors. Any changes to these assumptions or factors may lead to practical results different from current expectations. Excessive reliance should not be placed on those statements. Forward-looking statements relate only to the date they were made and Tupy undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

DISCLAIMER

This press release must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Tender Offer and the Consent Solicitation. If any holder of Notes 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 Offers. None of Tupy, Tupy Overseas, the dealer managers and solicitation agents, the information and tender agent and 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 of Notes should participate in the Tender Offer.

SOURCE Tupy S.A.