Votorantim Industrial S.A. Launches Tender Offer And Consent Solicitation For Any And All Of Its 6.625% Senior Notes Due 2019; And Companhia Brasileira de Aluminio Launches Tender Offer And Consent Solicitation For Up To The 2021 Notes Maximum Tender Amount Of Its 6.75% Senior Notes Due 2021.

SAO PAULO, March 10, 2014 /PRNewswire/ -- Votorantim Industrial S.A. (the "2019 Notes Offeror"), a wholly-owned subsidiary of Votorantim Participacoes S.A. ("VPar"), today announced that (i) it has commenced an offer to purchase for cash (the "2019 Notes Tender Offer") any and all of its outstanding 6.625% Senior Notes due 2019 (the "2019 Notes") and (ii) Companhia Brasileira de Aluminio (the "2021 Notes Offeror" and, together with the 2019 Notes Offeror, the "Offerors"), a subsidiary of the 2019 Notes Offeror, has commenced an offer to purchase for cash (the "2021 Notes Tender Offer" and, together with the 2019 Notes Tender Offer, the "Tender Offers") the 2021 Notes Offeror's outstanding 6.75% Senior Notes due 2021 (the "2021 Notes" and, together with the 2019 Notes, the "Notes") in an aggregate principal amount of up to the amount equal to (x) U.S.$1.0 billion less (y) the aggregate principal amount of 2019 Notes accepted for purchase pursuant to the 2019 Notes Tender Offer (the "2021 Notes Maximum Tender Amount"). The 2019 Notes are unconditionally guaranteed by VPar, Votorantim Cimentos S.A. ("VC") and the 2021 Notes Offeror. The 2021 Notes are unconditionally guaranteed by VPar and VC.

In connection with the 2019 Notes Tender Offer, the 2019 Notes Offeror is also soliciting the consents (the "2019 Notes Consent Solicitation") of the holders of the 2019 Notes (the "2019 Notes Holders") to the adoption of certain amendments (the "2019 Notes Proposed Amendments") to the indenture governing the 2019 Notes to eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in such indenture.  The 2019 Notes Proposed Amendments require the consents (the "2019 Notes Requisite Consents") of 2019 Notes Holders of a majority in aggregate principal amount of the 2019 Notes outstanding (excluding any 2019 Notes held by the 2019 Notes Offeror or its affiliates). 2019 Notes Holders who tender their 2019 Notes pursuant to the 2019 Notes Tender Offer will also be providing consents with respect to the related 2019 Notes to the 2019 Notes Proposed Amendments.

The 2019 Notes Consent Solicitation will be terminated if the 2019 Notes Requisite Consents are not obtained and, in such case, the 2019 Proposed Amendments to the indenture governing the 2019 Notes will not become effective. However, the 2019 Notes Offeror reserves the right in its sole discretion to accept and purchase 2019 Notes tendered pursuant to the concurrent 2019 Notes Tender Offer for an amount in cash equal to the 2019 Notes Consideration (as defined below).

In connection with the 2021 Notes Tender Offer, the 2021 Notes Offeror is also soliciting the consents (the "2021 Notes Consent Solicitation" and, together with the 2019 Notes Consent Solicitation, the "Consent Solicitations") of the holders of the 2021 Notes (the "2021 Notes Holders" and, together with the 2019 Notes Holders, the "Holders") to the adoption of certain amendments (the "2021 Notes Proposed Amendments" and, together with the 2019 Notes Proposed Amendments, the "Proposed Amendments") to the indenture governing the 2021 Notes to eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in such indenture.  The 2021 Notes Proposed Amendments require the consents (the "2021 Notes Requisite Consents") of 2021 Notes Holders of a majority in aggregate principal amount of the 2021 Notes outstanding (excluding any 2021 Notes held by the 2021 Notes Offeror or its affiliates). 2021 Notes Holders who tender their 2021 Notes pursuant to the 2021 Notes Tender Offer will also be providing consents with respect to the related 2021 Notes to the 2021 Notes Proposed Amendments.

The 2021 Notes Consent Solicitation will be terminated (i) if the 2021 Notes Requisite Consents are not obtained or (ii) if the 2021 Notes are subject to proration on the early settlement date of the 2021 Notes and, in each case, the 2021 Notes Proposed Amendments to the indenture governing the 2021 Notes will not become effective. However, the 2021 Notes Offeror reserves the right in its sole discretion to accept and purchase 2021 Notes tendered pursuant to the concurrent 2021 Notes Tender Offer for an amount in cash equal to the 2021 Notes Total Consideration (as defined below) or the 2021 Notes Tender Offer Consideration (as defined below), as applicable. The 2021 Notes Offeror, in its sole discretion, may increase the 2021 Notes Maximum Tender Amount. There can be no assurance that the 2021 Notes Offeror will increase the 2021 Notes Maximum Tender Amount.

The following table sets forth the consideration for each series of Notes:

The 2019 Notes Tender Offer and related 2019 Notes Consent Solicitation will expire at 5:00 p.m., New York City time, on March 21, 2014, unless extended by the 2019 Notes Offeror (such time and date, as it may be extended, the "2019 Notes Expiration Date"). 2019 Notes Holders who validly tender their 2019 Notes and deliver their related consents to the 2019 Notes Proposed Amendments at or prior to the 2019 Notes Expiration Date will be eligible to receive the 2019 Notes Consideration, which includes a consent payment, plus accrued and unpaid interest up to, but not including, the settlement date.  The 2021 Notes Tender Offer will expire at 12:00 Midnight, New York City time, on April 4, 2014, unless extended by the 2021 Notes Offeror (such time and date, as it may be extended, the "2021 Notes Expiration Date"). 2021 Notes Holders who validly tender their 2021 Notes at or prior to 5:00 p.m., New York City time, on March 21, 2014, unless extended by the 2021 Notes Offeror (such time and date, as the same may be extended, the "2021 Notes Early Tender Date"), will be eligible to receive the 2021 Notes Total Consideration (as defined below), which includes the 2021 Notes Early Tender Payment, plus accrued and unpaid interest up to, but not including, the settlement date. 

2019 Notes tendered pursuant to the 2019 Notes Tender Offer may be withdrawn, and related consents delivered pursuant to the 2019 Notes Consent Solicitation will be revoked, at any time at or prior to 5:00 p.m., New York City time, on March 21, 2014, unless extended by the 2019 Notes Offeror (such time and date, as it may be extended, the "2019 Notes Withdrawal Deadline"), but not thereafter, except as may be required by applicable law.  2021 Notes tendered pursuant to the 2021 Notes Tender Offer may be withdrawn, and related consents delivered pursuant to the 2021 Notes Consent Solicitation will be revoked, at any time prior to 5:00 p.m., New York City time, on March 21, 2014, unless extended by the 2021 Notes Offeror (such time and date, as it may be extended, the "2021 Notes Withdrawal Deadline" and, together with the 2019 Notes Withdrawal Deadline, the "Withdrawal Deadlines"), but not thereafter, except as may be required by applicable law. The withdrawal of Notes at or prior to the applicable Withdrawal Deadline will result in a revocation of the related consents. In order for a Holder to revoke a consent, such Holder must withdraw the related tendered Notes.

The "2019 Notes Consideration" for each U.S.$1,000 principal amount of 2019 Notes validly tendered prior to the 2019 Notes Expiration Date and accepted for purchase pursuant to the 2019 Notes Tender Offer will be U.S.$1,135.00.  The 2019 Notes Consideration includes a consent payment equal to U.S.$30.00 for each U.S.$1,000 principal amount of 2019 Notes accepted for purchase pursuant to the 2019 Notes Tender Offer.  The "2021 Notes Total Consideration" for each U.S.$1,000 principal amount of 2021 Notes validly tendered prior to the 2021 Notes Early Tender Date and accepted for purchase pursuant to the 2021 Notes Tender Offer will be U.S.$1,127.50.  The 2021 Notes Total Consideration includes an early tender payment equal to U.S.$30.00 for each U.S.$1,000 principal amount of 2021 Notes validly tendered prior to the 2021 Notes Early Tender Date and accepted for purchase pursuant to the 2021 Notes Tender Offer (the "2021 Notes Early Tender Payment"). 2021 Notes Holders who tender 2021 Notes after the 2021 Notes Early Tender Date but at or prior to the 2021 Notes Expiration Date and whose 2021 Notes are accepted for purchase will not be entitled to receive the 2021 Notes Early Tender Payment and will therefore be entitled to receive, for each U.S.$1,000 principal amount of 2021 Notes tendered, U.S.$1,097.50  (the "2021 Notes Tender Offer Consideration").

Subject to the 2021 Notes Maximum Tender Amount and the other terms and conditions described in the Offer Documents (as defined below), the 2021 Notes Offeror intends to accept for purchase all 2021 Notes validly tendered at or prior to the 2021 Notes Early Tender Date, and will only prorate such 2021 Notes if the aggregate principal amount of 2021 Notes validly tendered at or prior to the 2021 Notes Early Tender Date exceeds the 2021 Notes Maximum Tender Amount. If the 2021 Notes Tender Offer is not fully subscribed up to the 2021 Notes Maximum Tender Amount as of the 2021 Notes Early Tender Date, (i) 2021 Notes Holders who validly tender 2021 Notes after the 2021 Notes Early Tender Date may still be subject to proration and (ii) 2021 Notes Holders who validly tendered 2021 Notes at or prior to the 2021 Notes Early Tender Date and whose 2021 Notes were accepted for purchase on the early settlement date of the 2021 Notes Tender Offer will not be subject to such proration.  Furthermore, if the 2021 Notes Tender Offer is fully subscribed up to the 2021 Notes Maximum Tender Amount as of the 2021 Notes Early Tender Date, 2021 Notes Holders who validly tender 2021 Notes after the 2021 Notes Early Tender Date will not have any of their 2021 Notes accepted for purchase; provided that such 2021 Notes may be accepted for purchase if the 2021 Notes Offeror increases the 2021 Notes Maximum Tender Amount, which the 2021 Notes Offeror is entitled to do in its sole discretion.  There can be no assurance that the 2021 Notes Offeror will increase the 2021 Notes Maximum Tender Amount.

Each Offeror's obligation to purchase Notes in the applicable Tender Offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer Documents.  Neither Tender Offer is conditioned upon the tender of any minimum principal amount of Notes of such series or of the other series. However, the 2021 Notes Tender Offer is subject to the 2021 Notes Maximum Tender Amount.  Each Offeror has the right, in its sole discretion, to amend or terminate the applicable Tender Offer or the applicable Consent Solicitation at any time. 

The terms and conditions of the Tender Offers and the Consent Solicitations, as well as the Proposed Amendments, are described in the Offer to Purchase and Consent Solicitation Statement, dated March 10, 2014, and the related Letter of Transmittal and Consent (together, the "Offer Documents").  Copies of the Offer Documents are available to Holders from D.F. King & Co., Inc., the information agent for the Tender Offers and the Consent Solicitations (the "Information Agent").  Requests for copies of the Offer Documents should be directed to the Information Agent in New York at +1 (800) 967-4604 (toll free) or +1 (212) 269-5550 (collect); in London at +44 207 920 9700 (collect); or at [email protected].

Each Offeror reserves the right, in its sole discretion, not to accept any tenders of applicable Notes or deliveries of related consents for any reason.  Each Offeror is making the applicable Tender Offer and the applicable Consent Solicitation only in those jurisdictions where it is legal to do so. 

The Offerors have retained Citigroup Global Markets Inc. ("Citigroup"), HSBC Securities (USA) Inc. ("HSBC"), Banco Bradesco BBI S.A. ("Bradesco BBI"), Banco Votorantim Securities, Inc. ("Banco Votorantim"), and BB Securities Limited ("BB Securities") to act as Dealer Managers in connection with the Tender Offers and as Solicitation Agents in connection with the Consent Solicitations.  Questions regarding the Tender Offers and the Consent Solicitations may be directed to Citigroup at +1 (800) 558‑3745 (toll free) or +1 (212) 723‑6106 (collect); HSBC at +1 (888) HSBC-4LM (toll free) or +1 (212) 525-5552 (collect); Bradesco BBI at +1 (212) 888-9145 (collect); Banco Votorantim at +1 (212) 339-7390 (collect); and BB Securities at + (44) 207-367-5832 (collect).

Neither the Offer Documents 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 Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents.  The Tender Offers and the Consent Solicitations are being made solely pursuant to the Offer Documents.  The Tender Offers and the Consent Solicitations are not being made to, nor will the Offerors accept tenders of Notes and deliveries of consents from, Holders in any jurisdiction in which the Tender Offers and the Consent Solicitations or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

About the Offerors

The 2019 Notes Offeror, together with its subsidiaries (including the 2021 Notes Offeror), is a privately held conglomerate in Latin America that is a market leader in each of its main business segments:  cement; non-ferrous metals, such as zinc, aluminum, nickel and copper; and pulp (through a company that the 2019 Notes Offeror jointly controls), and also has significant steel and power generation operations. 

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains statements that are forward-looking 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. Forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to VPar, the Offerors and their affiliates that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although the Offerors believe that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to the Offerors' management, the Offerors cannot guarantee future results or events. The Offerors expressly disclaim a duty to update any of the forward-looking statements.

SOURCE Votorantim Participacoes S.A.

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