Rede D’Or Finance Announces the Commencement of a Tender Offer for its 4.500% Notes due 2030

LUXEMBOURG, Oct. 6, 2021 /PRNewswire/ —  

REDE D’OR FINANCE.
(Incorporated in the Grand Duchy of Luxembourg)

Offer to Purchase for Cash Up to U.S.$135,000,000 Aggregate Principal Amount
of its Outstanding 4.500% Notes due 2030
unconditionally guaranteed by Rede D’Or São Luiz S.A.

Rede D’Or Finance, a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg with registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) under number B221035 (“Rede D’Or“), hereby announces the commencement of its offer to purchase for cash up to U.S.$135,000,000 aggregate principal amount (subject to increase by Rede D’Or in its sole discretion under the circumstances described in the Offer to Purchase (as defined below), the “Maximum Tender Amount“) of the outstanding notes set forth in the table below (the “Notes“), upon the terms and subject to the conditions described in the Offer to Purchase dated October 6, 2021 (as it may be amended or supplemented from time to time, the “Offer to Purchase“).

The following table sets forth certain terms of the Tender Offer (as defined below):

Title of Notes

CUSIP and ISIN
Numbers

Aggregate
Principal
Amount
Outstanding

Maximum
Tender Amount

Tender Offer
Consideration
(1)

Early
Tender
Premium(1)

Total
Consideration(1)(2)

4.500% Notes due 2030

CUSIP: 75735GAA6 and L7915TAA0

ISIN: US75735GAA67 and USL7915TAA09

U.S.$885,000,000

U.S.$135,000,000

U.S.$976.25

U.S.$30.00

U.S.$1,006.25

_____________________________________________

(1)  Per U.S.$1,000 principal amount of Notes tendered and accepted for purchase.

(2)  Includes the Early Tender Premium (as defined below).

The Tender Offer will expire at 11:59 p.m., New York City time, on November 3, 2021, or any other date and time to which Rede D’Or extends the Tender Offer (such date and time, as it may be extended, the “Expiration Deadline“), unless earlier terminated. Holders must validly tender their Notes at or prior to the Expiration Deadline to be eligible to receive the Tender Offer Consideration (as defined below) for such Notes plus Accrued Interest (as defined below). Holders must validly tender their Notes at or prior to 5:00 p.m., New York City time, on October 20, 2021 (such date and time, as it may be extended, the “Early Tender Deadline“) to be eligible to receive the Total Consideration (as defined below) for such Notes plus Accrued Interest. The Total Consideration, the Tender Offer Consideration and the Accrued Interest will be payable in cash. Tendered Notes may be validly withdrawn from the Tender Offer at or prior to, but not after, 5:00 p.m., New York City time, on October 20, 2021 (such date and time, as it may be extended, the “Withdrawal Deadline“). Notes validly tendered pursuant to the Tender Offer and accepted for purchase will be so accepted subject to the Maximum Tender Amount and may be subject to proration, all as more fully described herein.

Subject to the Maximum Tender Amount, Rede D’Or intends to accept for purchase all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline, and will only prorate such Notes if the aggregate principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline exceeds the Maximum Tender Amount. If the Tender Offer is not fully subscribed as of the Early Tender Deadline, Holders who validly tender Notes after the Early Tender Deadline but at or prior to the Expiration Deadline may be subject to proration if the aggregate principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Deadline exceeds the Maximum Tender Amount. Subject to the Maximum Tender Amount and proration, all Notes validly tendered at or prior to the Early Tender Deadline will be accepted for purchase before any Notes validly tendered after the Early Tender Deadline are accepted for purchase. Furthermore, if the Tender Offer is fully subscribed as of the Early Tender Deadline, Holders who validly tender Notes after the Early Tender Deadline will not have any of their Notes accepted for purchase, provided that such Notes may be accepted for purchase if Rede D’Or increases the Maximum Tender Amount, which it is entitled to do in its sole discretion. There can be no assurance that Rede D’Or will increase the Maximum Tender Amount. See “The Tender Offer—Maximum Tender Amount; Proration” in the Offer to Purchase for more information on the proration provisions applicable to the Tender Offer.

The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes. Rede D’Or refers to the offer to purchase the Notes as the “Tender Offer.” The Tender Offer is open to all registered holders (individually, a “Holder,” and collectively, the “Holders“) of the Notes. The Tender Offer is subject to the satisfaction of certain conditions, as described in the section of the Offer to Purchase entitled “The Tender Offer—Conditions to the Tender Offer.” The purpose of the Tender Offer is to purchase up to U.S.$135,000,000 aggregate principal amount of Notes and reduce Rede D’Or’s interest expense.

Subject to the terms and conditions of the Tender Offer, the consideration for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer will be the tender offer consideration for the Notes set forth in the table above (the “Tender Offer Consideration“). Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted for purchase pursuant to the Tender Offer will receive the Tender Offer Consideration plus the early tender premium for the Notes set forth in the table above (the “Early Tender Premium” and, together with the Tender Offer Consideration, the “Total Consideration“). Holders of Notes tendered after the Early Tender Deadline, but before the Expiration Deadline, and accepted for purchase pursuant to the Tender Offer, will receive the Tender Offer Consideration, but not the Early Tender Premium. No tenders will be valid if submitted after the Expiration Deadline.

In addition to the Tender Offer Consideration or the Total Consideration, as applicable, all Holders of Notes accepted for purchase pursuant to the Tender Offer will, on the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below), as applicable, also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable (“Accrued Interest“).

The Tender Offer commences on the date of the Offer to Purchase and will expire on the Expiration Deadline, unless extended or earlier terminated by Rede D’Or. No tenders will be valid if submitted after the Expiration Deadline. If a beneficial owner whose Notes are held by a broker, dealer, commercial bank, trust company or other nominee (a “Nominee“) on behalf of a beneficial owner, such Nominee may have an earlier deadline for accepting the Tender Offer. Any beneficial owner should promptly contact such Nominee that holds its Notes to determine its deadline. The Tender Offer is open to all registered Holders of the Notes. There is no letter of transmittal for the Tender Offer.

Rede D’Or reserves the right, but is under no obligation, following the Early Tender Deadline, to set an early settlement date in respect of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline (the “Early Settlement Date“). If Rede D’Or elects, in its sole discretion, to have an Early Settlement Date, based on an Early Tender Deadline of October 20, 2021, it is expected that the Early Settlement Date would occur on October 22, 2021. The acceptance for purchase by Rede D’Or of validly tendered Notes on the Early Settlement Date would be subject to the Maximum Tender Amount, proration (if applicable) and all conditions to the Tender Offer having been either satisfied or waived by Rede D’Or. Irrespective of whether Rede D’Or chooses to have an Early Settlement Date, it expects to purchase any remaining Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Deadline and that Rede D’Or chooses to accept for purchase, subject to the Maximum Tender Amount and all conditions to the Tender Offer having been either satisfied or waived by Rede D’Or, promptly following the Expiration Deadline (the “Final Settlement Date“). Subject to the Maximum Tender Amount and proration, all Notes validly tendered at or prior to the Early Tender Deadline will be accepted for purchase before any Notes validly tendered after the Early Tender Deadline are accepted for purchase. The Final Settlement Date is expected to occur on the first business day following the Expiration Deadline. Notes accepted on the Final Settlement Date, if any, will be accepted subject to the Maximum Tender Amount and proration, each as described herein and in the Offer to Purchase.

Notwithstanding any other provision of the Tender Offer, Rede D’Or’s obligation to accept for purchase, and to pay for, any Notes validly tendered and not validly withdrawn pursuant to the Tender Offer, is subject to, and conditioned upon, the satisfaction of, or Rede D’Or’s waiver of, the conditions described in the section of the Offer to Purchase entitled “The Tender Offer—Conditions to the Tender Offer.”

The conditions to the Tender Offer are for the sole benefit of Rede D’Or and may be asserted by Rede D’Or, regardless of the circumstances giving rise to any such condition (including any action or inaction by Rede D’Or). Rede D’Or reserves the right, in its sole discretion, to waive any and all conditions of the Tender Offer, at or prior to the Expiration Deadline. The Tender Offer is not subject to a minimum principal amount of Notes being tendered. See “The Tender Offer—Conditions to the Tender Offer” in the Offer to Purchase.

Withdrawal rights with respect to the Notes will terminate on the Withdrawal Deadline, unless extended pursuant to applicable law. Accordingly, following the Withdrawal Deadline, any Notes validly tendered (whether before, on or after the Withdrawal Deadline) may no longer be validly withdrawn. For the withdrawal of a tendered Note to be valid, such withdrawal must comply with the procedures set forth in “The Tender Offer—Withdrawal of Tenders” in the Offer to Purchase.

Subject to applicable law and the terms set forth in the Offer to Purchase, Rede D’Or reserves the right: (i) to extend or otherwise amend the Early Tender Deadline, the Withdrawal Deadline or the Expiration Deadline, (ii) to increase the Maximum Tender Amount without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of Holders except as required by law; (iii) to waive or modify in whole or in part any and all conditions to the Tender Offer; (iv) to modify or terminate the Tender Offer; and (v) to otherwise amend the Tender Offer in any respect. In the event of the termination of the Tender Offer, the Notes tendered pursuant to the Tender Offer and not previously accepted and purchased will be promptly returned to the tendering Holders.

If a Holder does not tender its Notes or if a Holder tender Notes that are not accepted for purchase, they will remain outstanding. If Rede D’Or consummates the Tender Offer, the trading market for a Holder’s outstanding Notes may be significantly more limited. For a discussion of this and other risks, see “Certain Significant Considerations—The Tender Offer may adversely affect the market value and reduce the liquidity of any trading market of the Notes” in the Offer to Purchase.

THE OFFER TO PURCHASE AND THIS ANNOUNCEMENT CONTAIN CERTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER, IN PARTICULAR, SEE “CERTAIN SIGNIFICANT CONSIDERATIONS” IN THE OFFER TO PURCHASE FOR A DISCUSSION OF CERTAIN FACTORS HOLDERS SHOULD CONSIDER IN CONNECTION WITH THE TENDER OFFER.

NEITHER THE OFFER TO PURCHASE NOR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFER HAVE BEEN FILED WITH OR REVIEWED BY THE FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

NONE OF REDE D’OR, ITS BOARD OF DIRECTORS, THE DEALER MANAGERS (AS DEFINED BELOW), THE TENDER AND INFORMATION AGENT (AS DEFINED BELOW) OR THE TRUSTEE (AS DEFINED IN THE OFFER TO PURCHASE) OR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY NOTES IN RESPONSE TO THE TENDER OFFER. HOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO PARTICIPATE IN THE TENDER OFFER, AND, IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER.

The Offer to Purchase and related documents do not constitute an offer to buy or the solicitation of an offer to sell notes in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Rede D’Or by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. If Rede D’Or becomes aware of any jurisdiction in which the making of the Tender Offer would not be in compliance with such laws, Rede D’Or will make a good faith effort to comply with any such laws or may seek to have such laws declared inapplicable to the Tender Offer.  If, after such good faith effort, Rede D’Or cannot comply with any such applicable laws, the Tender Offer will not be made to the Holders of Notes residing in each such jurisdiction.  Neither the delivery of this announcement, the Offer to Purchase and any related documents nor any purchase of Notes by Rede D’Or will, under any circumstances, create any implication that the information contained in this announcement, the Offer to Purchase or in any related document is current as of any time subsequent to the date hereof or thereof.

The Offer to Purchase does not constitute an offer to sell or a solicitation of an offer to buy any securities (other than the Notes).  Any offering of securities will only be made by an offering document and any such offering may not be registered with the U.S. Securities and Exchange Commission.

This release may contain certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,” “expect,” “estimate,” “plan” and similar expressions are generally intend to identify forward-looking statements. Rede D’Or is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in the Offer to Purchase.

D.F. King & Co., Inc. is acting as the tender agent and as the information agent (the “Tender and Information Agent“) for the Tender Offer. Itau BBA USA Securities, Inc. and J.P. Morgan Securities LLC are acting as Dealer Managers (the “Dealer Managers“) for the Tender Offer.

The Tender and Information Agent for the Tender Offer is:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
[email protected]

Banks and Brokers call: (212) 269-5550
Toll free (U.S. only): (866) 356-7813
By Facsimile:
(For Eligible Institutions only):
(212) 709-3328
Confirmation:
(212) 232-3233
Attn: Michael Horthman

Any questions or requests for assistance or for additional copies of the Offer to Purchase may be directed to the Tender and Information Agent at one of its telephone numbers above. A Holder (or a beneficial owner that is not a Holder) may also contact any of the Dealer Managers at their telephone numbers set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer to Purchase.

The Dealer Managers for the Tender Offer are:


Itau BBA USA Securities, Inc.

Debt Capital Markets Team
540 Madison Avenue, 24th Floor
New York, NY
10022
U.S. Toll-Free:  +1 (888) 770-4828
Collect:  +1 (212) 710-6749

J.P. Morgan Securities LLC

Latin America Debt Capital Markets

383 Madison Avenue

New York, NY

10179

U.S. Toll-Free: +1 (866) 846-2874

Collect: +1 (212) 834-4533

SOURCE D.F. King & Co., Inc.

Related Links

www.dfking.com

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