Votorantim Participacoes S.A. Announces Commencement of Consent Solicitations for its 7.875% Notes Due 2014, 7.75% Notes Due 2020 and 6.625% Notes Due 2019

SAO PAULO, Sept. 9 /PRNewswire/ -- Votorantim Participacoes S.A. ("Votorantim") announced today that (i) Voto—Votorantim Overseas Trading Operations III Limited ("Voto III") is soliciting consents (the "Voto III Consents") from the holders of Voto III's 7.875% Notes due 2014 (the "Voto III Notes"), of which U.S.$208.2 million in aggregate principal amount is outstanding, (ii) Voto—Votorantim Overseas Trading Operations IV Limited ("Voto IV") is soliciting consents (the "Voto IV Consents") from the holders of Voto IV's 7.75% Notes due 2020 (the "Voto IV Notes"), of which U.S.$400.0 million in aggregate principal amount is outstanding and (iii) Voto—Votorantim Overseas Trading Operations V Limited (together with Voto III and Voto IV, the "Issuers") is soliciting consents (the "Voto V Consents" and, together with the Voto III Consents and the Voto IV Consents, the "Consents") from the holders of Voto V's 6.625% Senior Notes due 2019 (the "Voto V Notes" and, together with the Voto III Notes and the Voto IV Notes, the "Notes"), of which U.S.$1.0 billion in aggregate principal amount is outstanding, in each case, to amend certain provisions (the "Proposed Amendments") in the indentures governing the applicable Notes (each, an "Indenture" and collectively, the "Indentures") (collectively, the "Consent Solicitations").  Voto III, Voto IV and Voto V are each a financing subsidiary of Votorantim.

Each Issuer is seeking consents from Holders of its Notes to the Proposed Amendments in order to, among other things, substantially conform certain provisions in the Indenture governing its Notes to the corresponding provisions in the indenture dated as of April 5, 2010, governing Voto—Votorantim Limited's U.S.$750.0 million 6.75% Senior Notes due 2021 and the indenture dated as of April 28, 2010, governing Voto—Votorantim Limited's euro 750.0 million 5.25% Senior Notes due 2017.  The Proposed Amendments will result in a substantially identical covenant package for our five outstanding series of senior notes, which will provide more flexibility and be less restrictive to the Issuers and the respective guarantors of the applicable Notes than the current covenant packages for the Notes.  The Proposed Amendments will also allow the respective Issuers of the Notes to be substituted under certain conditions.

Holders of the Notes are referred to the respective consent solicitation statements, each dated September 9, 2010, and the related consent letters, for the detailed terms and conditions of the respective Consent Solicitations. Each Consent Solicitation was commenced today and each will expire at 5:00 p.m. (New York City time) on Monday, September 20, 2010, unless extended (such date and time, as the same may be extended by the applicable Issuer, the "Expiration Time").  The Consent Solicitations are made solely by means of the consent solicitation statements and the related consent letters.  These materials contain important information that Holders of Notes should be read carefully before any decision is made with respect to the Consent Solicitations.

Only Holders of Notes at 5:00 p.m., New York City time, on Wednesday, September 8, 2010 (such date and time, including as such date and time may be changed from time to time, the "Record Date") are entitled to consent to the Proposed Amendments with respect to the Indenture for which such Holder holds Notes. For each supplement to an Indenture governing a respective series of Notes (each, a "Supplemental Indenture") that is executed, Holders of such series of Notes as of the Record Date that validly deliver their Consents and consent to the Proposed Amendments relating to such series of Notes prior to the Expiration Time will receive a cash payment within five business days of the Expiration Time equal to U.S.$1.50 per U.S.$1,000 principal amount of such series of Notes in respect of which such Consents to such Proposed Amendments have been validly delivered and not validly revoked (the "Consent Fees"), subject to the conditions set forth in the consent solicitation statements. Holders that deliver Consents will be able to revoke their consent to the Proposed Amendments at any time prior to the execution and delivery of the respective Supplemental Indenture in accordance with the procedures set forth in the respective consent solicitation statement and the respective consent letter. A Supplemental Indenture will not become operative until all of the Consent Fees with respect to such Consent Solicitations have been paid.

In order to execute a Supplemental Indenture which includes the provisions in the respective Proposed Amendments, an Issuer must receive consents from Holders of its respective series of Notes as of the Record Date representing over 50% in aggregate principal amount of such Notes (not including any Notes that are owned by such Issuer or any of its affiliates).

Each Issuer reserves the right to modify its consent solicitation statement and the terms and conditions of its Consent Solicitation or to terminate its Consent Solicitation at any time prior to the execution and delivery of the Supplemental Indenture. The Issuers intend to issue a press release promptly after execution and delivery of the Supplemental Indentures.

Votorantim, an investment grade company, is one of the largest privately held conglomerates in Latin America.  Votorantim is a market leader in each of its main business segments: cement; non-ferrous metals; pulp and paper; and financial services; and has important steel, agribusiness, chemicals and energy operations.  Its participation in the pulp and paper and financial services segments is through companies that it jointly controls.

Any questions or requests for assistance or for copies of the consent solicitation statements, the consent letters or related documents may be directed to the Information Agent at its telephone number set forth above. A Holder as of the Record Date also may contact the Solicitation Agent at its telephone number set forth below or such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitations.

THIS PRESS RELEASE IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY.  THIS ANNOUNCEMENT IS ALSO NOT A SOLICITATION OF CONSENTS TO THE PROPOSED AMENDMENTS TO THE INDENTURES.  NO RECOMMENDATION IS MADE AS TO WHETHER HOLDERS OF NOTES SHOULD CONSENT TO THE PROPOSED AMENDMENTS.

Forward-Looking Statements

This press release contains forward-looking statements. These include statements regarding risks and uncertainties, including, but not limited to, statements about the benefits of certain transactions to be undertaken following the Consent Solicitations, financial trends affecting the Issuers' businesses, and future projections. These statements are based on the Issuers' and Votorantim's estimates and assumptions and on currently available information. To the extent that the forward-looking statements include information concerning the Issuers' or Votorantim's possible or assumed future results of operations, the Issuers' and Votorantim's actual results may differ significantly from the results discussed. Forward-looking information is intended to reflect opinions as of the date this release was issued, and such information will not necessarily be updated or revised by the Issuers or Votorantim, whether as a result of new information, future events or otherwise.

SOURCE Votorantim Participacoes S.A.

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