U.S.J. Açúcar e Álcool S.A. Up to U.S.$300,000, %/12.00% Senior Secured PIK Toggle Notes due PDF

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U.S.J. Açúcar e Álcool S.A. (incorporated in the Federative Republic of Brazil) Up to U.S.$300,000, %/12.00% Senior Secured PIK Toggle Notes due 2021 U.S.J. Açúcar e Álcool S.A. (the Issuer ),

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U.S.J. Açúcar e Álcool S.A. (incorporated in the Federative Republic of Brazil) Up to U.S.$300,000, %/12.00% Senior Secured PIK Toggle Notes due 2021 U.S.J. Açúcar e Álcool S.A. (the Issuer ), incorporated in the Federative Republic of Brazil, with its registered office at Rua Joaquim Floriano 72, 13 th floor, São Paulo-SP, Brazil, has, following the exchange offer as described in the attached Amended and Resatated Exchange Offer Memorandum, Consent Solicitation Statement and Plan Solicitation Statement dated April 25, 2016 (as supplemented, the Exchange Offer Memorandum ), agreed to exchange U.S.$245,896,000 of its 9.875% Senior Notes due 2019 (the Existing Notes ) for U.S.$197,032,000 of its newly issued 9.875%/12.00% Senior Secured PIK Toggle Notes due 2021 (the New Notes ). For the avoidance of doubt, where applicable, the term New Notes shall include any increase in principal amount thereof caused by a PIK Payment and/or any PIK Notes issued subsequent to the Settlement Date (each as defined in the Listing Particulars) in an aggregate principal amount of up to U.S.$300,000,000. The initial principal amount of the New Notes is U.S.$197,032,000. Application has been made for up to $300,000, %/12.00% Senior Secured PIK Toggle Notes due 2021 to be admitted to the Official List of the Irish Stock Exchange and traded on the Global Exchange Market of the Irish Stock Exchange. This Supplemental Offering Memorandum dated August 15, 2016 (the Supplemental OM ) must be read in conjunction with the Exchange Offer Memorandum. The Exchange Offer Memorandum and the Supplemental OM together comprise the listing particulars (the Listing Particulars ) for the purposes of the application and have been approved by the Irish Stock Exchange. For the avoidance of doubt, the Listing Particulars does not comprise a prospectus for the purposes of the EU Prospectus Directive and has not been reviewed or approved by the Central Bank of Ireland. For the avoidance of doubt, the Exchange Offer Memorandum has not been approved by the Irish Stock Exchange. The Issuer accepts responsibility for the information contained in the Listing Particulars. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. August 15, 2016 S-1 Introduction The information appearing in this Supplemental OM is supplemental to, forms part of and must be read and construed in conjunction with the Exchange Offer Memorandum. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Exchange Offer Memorandum or the Indenture under which the New Notes are issued. To the extent that there is any inconsistency between any statement in (a) this Supplemental OM and (b) any statement in the Exchange Offer Memorandum, the statements in (a) will prevail. THE ISSUER Incorporation and Registered Office The Issuer (CNPJ No / ), a sociedade por ações, operating under Law No. 6,404, was incorporated in Brazil on September 21, The Issuer s principal executive office is located at Rua Joaquim Floriano 72, 13 th floor, São Paulo-SP, Brazil, and its telephone number is 55 (11) S-2 LISTING AND GENERAL INFORMATION 1. The New Notes have been accepted for clearance and settlement through DTC, Euroclear and Clearstream. The CUSIP and ISIN numbers for the New Notes sold pursuant to Rule 144A under the U.S. Securities Act of 1933 (as amended, the Securities Act ) are 90346J AB8 and US90346JAB89, respectively. The CUSIP and ISIN numbers for the New Notes sold pursuant to Regulation S under the Securities Act are P9634C AB7 and USP9634CAB74, respectively. 2. Copies of the following will be available (free of charge) at the offices of the principal paying agent: unaudited interim financial statements of the Issuer as of December 31, 2015 and for the nine-month periods ended December 31, 2015 and 2014, which include individual financial information and consolidated financial information for the Issuer and its subsidiaries, including both its guarantor and non-guarantor subsidiaries; audited financial statements of the Issuer as of and for each of the fiscal years ended March 31, 2015 and 2014, which include individual financial information and consolidated financial information for the Issuer and its subsidiaries, including both its guarantor and non-guarantor subsidiaries; audited financial statements of the Issuer as of and for each of the fiscal years ended March 31, 2014 and 2013, which include individual financial information and consolidated financial information for the Issuer and its subsidiaries, including both its guarantor and non-guarantor subsidiaries; copies of the Issuer s estatuto social (by-laws); and the Indenture governing the New Notes (including the form of the New Notes). For the life of the Listing Particulars, the documents referred to in this paragraph may be inspected by physical or electronic means. 3. Except as disclosed in the Exchange Offer Memorandum, there has been no significant change in our financial or trading position since December 31, 2015, the date of our latest financial statements included in the Listing Particulars. 4. Except as disclosed in the Exchange Offer Memorandum, there has been no material adverse change in our prospects since March 31, 2015, the date of our latest audited financial statements included in the Listing Particulars. 5. Except as disclosed in the Exchange Offer Memorandum, we are not involved in any legal, arbitration or government proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) during a period covering at least the previous 12 months, which may have, or have had in the recent past, significant effects on our financial position or profitability. 6. Application has been made to the Irish Stock Exchange plc for the New Notes to be admitted to the Official List and to trade on the Global Exchange Market of the Irish Stock Exchange. This document constitutes listing particulars for the purpose of the application and has been approved by the Irish Stock Exchange. 7. The issuance of the New Notes and the guarantee were authorized by our controlling shareholder, USJ Administração e Participações S.A., on February 26, S-3 8. The upfront expenses for admission to trading of the New Notes on the Global Exchange Market of the Irish Stock Exchange will amount to EUR4, As of March 31, 2015 (the date of the latest audited financial information of the Issuer), (1) the Issuer represented R$222.7 million, or 98.1%, of the groups consolidated EBITDA and R$2,011.5 million, or 95.5%, of the group s consolidated net assets; (2) the non-guarantor subsidiaries represented R$4.5 million, or 2.0% of the group s consolidated EBITDA and R$178.5 million, or 8.5% of the group s consolidated net assets; and (3) the Guarantor represented R$5.1 million, or 2.2% of the group s consolidated EBITDA and R$297.9 million, or 14.1% of the group s consolidated net assets. The EBITDA and the Net Assets figures contain certain intercompany transactions that are included in all companies of the group, and thus, the total numbers exceed 100%. 10. The audited consolidated financial statements include both guarantor and non-guarantor companies. 11. For the avoidance of doubt, any website referred to in the Supplemental OM or the Exchange Offer Memorandum does not form part of the Listing Particulars. 12. For the avoidance of doubt, the guarantee is full and unconditional and any future guarantees will be joint and several; provided that such guarantees may be limited by applicable local law. S-4 AMENDED AND RESTATED EXCHANGE OFFER MEMORANDUM, CONSENT SOLICITATION STATEMENT AND STATEMENT SOLICITING APPROVAL OF AN EXTRAJUDICIAL RESTRUCTURING PLAN U.S.J. Açúcar e Álcool S.A. (incorporated in the Federative Republic of Brazil) Offer to Exchange any and all of its outstanding 9.875% Senior Notes due 2019 (CUSIP Nos J AA0/P9634C AA9 and ISIN Nos. US90346JAA07/USP9634CAA91) held by Eligible Holders for its newly issued 9.875%/12.00% Senior Secured PIK Toggle Notes due 2021 and Solicitation of Consents to Proposed Amendments to the Indenture for its 9.875% Senior Notes due 2019 and Solicitation of Approval of an Extrajudicial Restructuring Plan THE EXCHANGE OFFER AND RELATED CONSENT SOLICITATION ANNOUNCED BY THE COMPANY (AS DEFINED BELOW) ON MARCH 15, 2016, IS HEREBY AMENDED, RESTATED AND EXTENDED. THE EXCHANGE OFFER (AS DEFINED BELOW), THE RELATED CONSENT SOLICITATION (AS DEFINED BELOW) AND THE PLAN APPROVAL SOLICITATION (AS DEFINED BELOW) WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MAY 13, 2016, UNLESS EXTENDED BY US (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED BY US, THE EXPIRATION DATE ). IN ORDER TO BE ELIGIBLE TO RECEIVE THE APPLICABLE CONSIDERATION (AS DEFINED BELOW), ELIGIBLE HOLDERS (AS DEFINED BELOW) MUST VALIDLY TENDER THEIR EXISTING NOTES AND DELIVER THEIR CONSENTS (AS DEFINED BELOW) TO THE PROPOSED AMENDMENTS (AS DEFINED BELOW) AND THEIR PLAN APPROVAL (AS DEFINED BELOW) ON OR PRIOR TO THE EXPIRATION DATE. EXISTING NOTES THAT HAVE BEEN VALIDLY TENDERED MAY BE WITHDRAWN, AND RELATED CONSENTS AND PLAN APPROVALS MAY BE REVOKED AT ANY TIME AT OR PRIOR TO THE EFFECTIVE TIME (AS DEFINED BELOW), BUT NOT THEREAFTER. ELIGIBLE HOLDERS MAY NOT VALIDLY TENDER THEIR EXISTING NOTES WITHOUT (1) DELIVERING CONSENTS PURSUANT TO THE CONSENT SOLICITATION AND (2) PLAN APPROVAL PURSUANT TO THE PLAN APPROVAL SOLICITATION. The Exchange Offer U.S.J. Açúcar e Álcool S.A. (the Company ), incorporated in the Federative Republic of Brazil, with its registered office at Rua Joaquim Floriano 72, 13 th floor, São Paulo-SP, Brazil, is amending and restating the exchange offer and related consent solicitation announced on March 15, The Company is offering to Eligible Holders, upon the terms and subject to the conditions set forth in this amended and restated exchange offer memorandum, consent solicitation statement and statement soliciting approval of an extrajudicial restructuring plan (as it may be supplemented and amended from time to time, this Offering Memorandum ), to exchange (the Exchange Offer ) any and all of its outstanding U.S.$275,000, % Senior Notes due 2019 (the Existing Notes ) for its newly issued 9.875%/12.00% Senior Secured PIK Toggle Notes due 2021 (the New Notes ). Simultaneously with the Exchange Offer, the Company is conducting (i) a solicitation of consents with respect to certain amendments (the Proposed Amendments ) to the Existing Notes and the indenture governing the Existing Notes and (ii) a solicitation (the Plan Approval Solicitation ) of approvals with respect to an extrajudicial restructuring plan (such plan, substantially in the form attached as Annex A to this Offering Memorandum, the Plan ) pursuant to a potential recuperação extrajudicial proceeding under the applicable provisions of Brazilian Federal Law No /05 ( Law /05 ), which subsequently may be submitted to a U.S. bankruptcy court for recognition pursuant to Chapter 15 of Title 11 of the United States Code. As described more fully in this Offering Memorandum, the consummation of the Exchange Offer is conditioned upon, among other things, the valid tender, without subsequent withdrawal, of at least 90% in aggregate principal amount of outstanding Existing Notes (the Requisite Exchange Offer Tenders ) and perfection of the fiduciary assignment and pledge of the Collateral (as defined below). If you tender your Existing Notes into the Exchange Offer, you will be deemed to have delivered your Consents to the Proposed Amendments with respect to such Existing Notes. In addition, you should consider carefully the Plan before tendering your Existing Notes, because you must also deliver your Plan Approval in order for your tender of Existing Notes to be valid and accepted for exchange pursuant to the Exchange Offer or the Plan, as applicable. Your Plan Approval will remain valid until October 31, 2016, and will be counted regardless of whether the Exchange Offer expires or is terminated. If the Requisite Exchange Offer Tenders are received and the other conditions to the Offer (as defined below) are satisfied or waived by us, the Exchange Offer will be consummated, all of the Proposed Amendments will become operative upon consummation of the Exchange Offer (other than the Bankruptcy Waiver (as defined below), which will become operative upon receipt by the Company of Consents from holders representing more than 60% in aggregate principal amount of the outstanding Existing Notes (excluding any Existing Notes held by the Company or its affiliates) (the Requisite Bankruptcy Waiver Consents )), and we will not seek bankruptcy court confirmation and implementation of the Plan. If we do not receive the Requisite Exchange Offer Tenders on or prior to the Expiration Date, the Exchange Offer will not be consummated. However, if Eligible Holders of more than 60% in aggregate principal amount of outstanding Existing Notes (the Requisite Plan Approvals ) participate in the Offer, we may seek bankruptcy court confirmation and implementation of the Plan in lieu of consummation of the Exchange Offer. The filing for confirmation of the bankruptcy court under an extrajudicial reorganization process is subject to approval of the Guarantor s and our respective executive officers, the consent from the Guarantor s and our respective controlling shareholders and subsequent ratification at shareholders meetings of the Guarantor and our shareholders, and authorization by the board of directors of USJ Administração e Participações S.A. (the Corporate Approvals ). Subsequently, the Company may submit the Plan for approval of a U.S. bankruptcy court for recognition, pursuant to Chapter 15 of Title 11 of the U.S. Code. If the Plan is submitted to and confirmed by the bankruptcy courts, all holders of the Existing Notes, including holders who do not participate in the Offer, will receive new notes in exchange for their Existing Notes, which will have the same terms as the New Notes offered pursuant to the Exchange Offer. In this case, holders of the Existing Notes will only receive the New Notes after the Plan is confirmed by the bankruptcy courts. In order to be eligible to receive the applicable Consideration pursuant to the Offer you, or your custodian bank, broker, dealer, commercial bank, trust company or other nominee (each such entity, a Nominee ) on your behalf, must: (1) validly tender (and not validly withdraw) your Existing Notes pursuant to the Exchange Offer; (2) validly deliver (and not validly revoke) the related Consents pursuant to the Consent Solicitation; (3) deliver an instruction letter (the Instruction Letter ) instructing the Agent (as defined below) to approve the Plan pursuant to the Plan Approval Solicitation; (4) deliver an irrevocable power of attorney (the Power of Attorney ), as set forth in Article 684 of the Brazilian Civil Code, appointing Pinheiro Neto Advogados as your agent (the Agent ) for purposes of the Plan, granting such Agent the power to sign and execute the Plan substantially in the form set forth in Annex A hereto, pursuant to Law /05; and (5) deliver an incumbency certificate (the Incumbency Certificate ) evidencing the authority of the holder or nominee or custodian signing the Power of Attorney to sign the same (clauses (3), (4) and (5), collectively, the Plan Approval ). ALL DOCUMENTATION DELIVERED AS PART OF THE PLAN APPROVAL, WHICH MAY BE EXECUTED BY YOU OR YOUR NOMINEE, MUST BE DULY NOTARIZED IN THE JURISDICTION OF THE PARTY EXECUTING SUCH DOCUMENTATION. HOLDERS, OR THEIR NOMINEES, MUST VALIDLY SUBMIT THEIR TENDERS AND RELATED CONSENTS PURSUANT TO THE EXCHANGE OFFER AND THE CONSENT SOLICITATION THROUGH ATOP SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO ALLOW ENOUGH TIME FOR THE RECEIPT OF A VOLUNTARY OFFERING INSTRUSCTIONS ( VOI ) NUMBER FROM ATOP, IN ORDER TO SUBSEQUENTLY SIGN, NOTARIZE AND DELIVER THEIR COMPLETED PLAN APPROVAL TO THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE. Eligible Holders should refer to the section entitled Procedures for Tendering Existing Notes, Delivering Consents and Delivering Plan Approvals for instruction on how to tender Existing Notes, deliver Consents and approve the Plan. CUSIP No J AA0/ P9634C AA9 ISIN No. US90346JAA07/ USP9634CAA91 Series of Existing Notes 9.875% Senior Notes due 2019 Outstanding Principal Amount U.S.$275,000,000 Series of New Notes 9.875%/12.00% Senior Secured PIK Toggle Notes due 2021 Extrajudicial Reorganization Consideration (1)(2) U.S.$ Exchange Offer Consideration (1)(3) U.S.$ (1) Consideration per U.S.$1,000 principal amount of outstanding Existing Notes that are validly tendered and not validly withdrawn and with respect to which Consents and Plan Approvals are validly delivered and not validly revoked, subject to any rounding as described herein. In addition to the applicable Consideration, the Existing Notes Accrued Interest (as defined below) will be added to the principal amount of the New Notes. (2) Represents the Consideration if the Requisite Plan Approvals are received, but the Requisite Exchange Offer Tenders are not received. Delivery of such Consideration is subject to Corporate Approvals and confirmation by bankruptcy courts. (3) Represents the Consideration if the Requisite Exchange Offer Tenders are received. The New Notes will mature on November 9, 2021 (the Maturity Date ). Interest on the New Notes will be payable semi-annually in arrears on May 9 and November 9 of each year, commencing on November 9, The Company may elect to pay interest on the New Notes (1) entirely in cash, at a rate per annum of 9.875% ( Cash Interest ) or (2) with respect to payments of interest due on any interest payment date that occurs on or prior to May 9, 2018, by increasing the principal amount of the New Notes outstanding or, with respect to New Notes represented by certificated notes, issuing additional New Notes for the remaining amount of the interest payment, at a rate per annum equal to 12.00% (in each case, PIK Interest ). See Description of the New Notes Principal, Maturity and Interest. The New Notes will be issued under an indenture, or the Indenture, to be entered into among the Company, Agro Pecuária Campo Alto S.A., as guarantor (the Guarantor ), U.S. Bank National Association, as trustee, registrar, transfer agent and paying agent (the Trustee ), and Planner Trustee DTVM Ltda., as collateral agent (the Collateral Agent ). Pursuant to the Security Documents (as defined herein), the New Notes and the Guarantee will be secured by a fiduciary assignment (alienação fiduciária) of our São João mill (the São João Mill ) and certain other rural real estate properties owned by us (the Land Collateral ) located in the cities of Araras, Limeira and Cordeirópolis in the State of São Paulo and a pledge of certain sugarcane existing in the São João Mill (if any) or the Land Collateral (the Sugarcane Collateral and, together with the São João Mill and the Land Collateral, the Collateral ). The obligations of the Company under the New Notes will rank senior in right of payment to all other existing and future senior indebtedness of the Company to the extent of the value of the Collateral, and any outstanding amounts due after the foreclosure of the Collateral will rank equally in right of payment with all other existing and future senior unsecured indebtedness of the Company. The New Notes will be fully and unconditionally guaranteed on a senior secured basis by the Guarantor. The guarantee by the Guarantor of the New Notes (the Guarantee ) will rank senior in right of payment to all other existing and future senior indebtedness of the Guarantor to the extent of the value of the Collateral, and any outstanding amounts due after the for
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