General Shopping Announces a Tender Offer for its 10.0% Perpetual Notes
July 11, 2018 --
SÃO PAULO, July 11, 2018 /PRNewswire/ --
GS FINANCE II LIMITED
(incorporated under the laws of the Cayman Islands)
Offer to Purchase for Cash
Up to a Maximum Acceptance Amount of U.S.$90.0 Million of General Shopping Finance Limited's
Outstanding 10.00% Perpetual Notes
(CUSIP: 370835AB6/G3812BAB6; ISIN: US370835AB62/USG3812BAB65)
unconditionally guaranteed by
General Shopping e Outlets do Brasil S.A. and substantially all of its Subsidiaries
General Shopping e Outlets do Brasil S.A., formerly known as General Shopping Brasil S.A. ("General Shopping"), announced today that GS Finance II Limited ("GS Finance II"), its wholly-owned subsidiary incorporated under the laws of the Cayman Islands, has commenced a tender offer to purchase for cash (the "Offer") up to U.S.$90.0 million (as may be changed at the discretion of GS Finance II, the "Maximum Acceptance Amount") of General Shopping Finance Limited's 10.0% Perpetual Notes (the "Notes"). The Offer is being made upon the terms and subject to the conditions of GS Finance II's Offer to Purchase Statement (the "Statement"), dated July 11, 2018, which sets forth a more comprehensive description of the terms of the Offer. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Itau BBA USA Securities, Inc. are the Dealer Managers for the Offer.
Holders who properly tender their Notes (and do not validly withdraw) on or prior to 5:00 p.m., New York City time, on July 24, 2018, unless extended or earlier terminated (the "Early Tender Date"), will be eligible to receive the total consideration of U.S.$950.00 per U.S.$1,000 principal amount of the tendered Notes (the "Total Consideration"), which includes an early tender payment equal to U.S.$20.00 per U.S.$1,000 (the "Early Tender Payment"). Holders who properly tender after the Early Tender Date but on or prior to the Expiration Date specified below will be eligible to receive the tender offer consideration of U.S.$930.00 per U.S.$1,000 principal amount of the tendered Notes, which equals the Total Consideration less the Early Tender Payment. In addition, all Notes accepted for payment will be entitled to receive accrued and unpaid interest in respect of such Notes from the last interest payment date prior to, but not including, the Settlement Date (as defined below).
The Offer is scheduled to expire at 11:59 p.m., New York City time, on August 7, 2018, unless extended or earlier terminated (the "Expiration Date"). Settlement for all Notes, regardless of whether tendered at or prior to the Early Tender Date or at or prior to the Expiration Date, is expected to occur within two business days following the Expiration Date or as promptly as practicable thereafter (the "Settlement Date"). On the Settlement Date, GS Finance II intends to accept on a pro rata basis the maximum principal amount of Notes validly tendered (and not validly withdrawn or rejected) in the Offer such that the purchase price for the maximum aggregate principal amount of Notes purchased in the Offer does not exceed the Maximum Acceptance Amount, subject to the terms and conditions of the Offer. As a result, if holders of Notes validly tender and do not withdraw Notes in an amount resulting in an excess of the Maximum Acceptance Amount, Holders may have a portion of their Notes returned to them, with the amount of Notes returned being dependent on the overall level of participation in the Offer. The Maximum Acceptance Amount represents the total aggregate consideration available for the Offer, including the payment of the Early Tender Payment, and does not reflect the maximum total principal amount of outstanding Notes that may be purchased in the Offer.
Holders may withdraw their tenders at any time before 5:00 p.m. on July 24, 2018 (the "Withdrawal Date"), unless extended.
Consummation of the Offer, and payment for the tendered Notes, is subject to the satisfaction or waiver of certain conditions described in the Statement, including, among other customary conditions, that (i) GS Finance II, directly or through its affiliates (including General Shopping), receives net cash proceeds sufficient to fund the Offer in the manner described in the Statement, including related fees and expenses, with such funds expected to originate from the release of funds currently held in escrow to guarantee certain secured debt that General Shopping intends to repay in full with the proceeds of financing to be provided by an affiliate of one of the Dealer Managers via an extension of an existing credit line and (ii) the tender of a minimum of U.S.$60.0 million of outstanding aggregate principal amount of the Notes. If any of the conditions are not satisfied, GS Finance II is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes and may even terminate the Offer. In addition, subject to applicable law and the terms set forth in the Statement, GS Finance II has reserved the absolute right, in its sole discretion, to at any time: (i) to waive or modify in whole or in part any and all conditions to the Offer; (ii) to extend the Offer; (iii) to modify or terminate the Offer; and (iv) to otherwise amend the Offer, including a change in the Maximum Acceptance Amount, in each case, at any time and from time to time, including, under certain circumstances, without providing notice to Holders.
GS Finance II reserves the right, in its sole discretion, to change the Maximum Acceptance Amount without extending the Early Tender Date or Withdrawal Date or otherwise reinstating withdrawal rights, subject to compliance with applicable law, which could result in GS Finance II purchasing a greater or lesser amount of the Notes in the Tender Offer.
(1) Per U.S.$1,000 Principal Amount of Notes
(2) Payable only to Holders who tender at or prior to the Early Tender Date
This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the Notes, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any security in the United States or in any other jurisdiction. The Offer is made only by means of the Statement and the related letter of transmittal. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
ABOUT GENERAL SHOPPING. General Shopping believes it is a leading participant in the shopping center industry in Brazil, and owns all or part of 15 operating shopping centers where it develops its activities. As of March 31, 2018, these shopping centers had an aggregate of 348.9 thousand square meters of gross leasable area (área bruta locável) and approximately 1,802 stores. General Shopping's ownership interest in such shopping centers represents 67.9% of its gross leasable area.
LEGAL NOTICE. This announcement contains forward-looking statements that are identified by terms and phrases such as "anticipate," "believe," "intend," "estimate," "expect," "continue," "should," "could," "may," "plan," "project," "predict," "will" and similar expressions and include references to assumptions and relate to the future prospects, developments and business strategies of General Shopping and its subsidiaries, including GS Finance II and General Shopping Finance Limited. These forward-looking statements include, but are not limited to, the expectation of GS Finance II to effect the Offer and other events upon which the Offer is conditioned, such as obtaining appropriate funding through the transactions described herein. The estimates and forward-looking statements set forth herein are mainly based on GS Finance II's current expectations and estimates on projections of future events and trends, which affect or may affect its and General Shopping's businesses and results of operations. Although GS Finance II believes that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available to GS Finance II. Neither General Shopping nor its subsidiaries, including GS Finance II and General Shopping Finance Limited, undertake any obligation to update or revise these forward-looking statements to reflect subsequent events or circumstances. GS Finance II's estimates and forward-looking statements may be influenced by the following factors, among others: (i) GS Finance II's ability to effect the Offer and satisfy or waive any conditions thereto, including its ability to secure financing on acceptable terms or at all; (ii) inflation, currency fluctuations and fluctuations in prevailing interest rates, particularly fluctuations in the value of the real in relation to the U.S. dollar; (iii) general economic, political and business conditions in Brazil and particularly in the geographic markets General Shopping serves, including the impact of the recent economic slowdown and political instability in Brazil; (iv) General Shopping's credit rating and the rating of the Notes; (v) changes in General Shopping's customer demand and preferences, as well as the financial condition of its tenants and customers; (vi) competition in the shopping center industry in Brazil as a whole and particularly in General Shopping's areas of operations; (vii) General Shopping's ability to implement its business plan; (viii) changes in the retail market in Brazil; (ix) existing and future laws and government regulations applicable to General Shopping's business; (x) increases in General Shopping's costs; (xi) the level of indebtedness and other financial obligations of General Shopping; (xii) interests of and actions taken by General Shopping's controlling shareholders; (xiii) General Shopping's ability to integrate businesses or assets it acquires into its existing business; (xiv) events of force majeure; and (xv) other risk factors generally applicable to General Shopping's operations.
Forward-looking statements made by GS Finance II in this announcement, or elsewhere, speak only as of the date on which the statements were made. New risks and uncertainties arise from time to time, and it is impossible for GS Finance II, General Shopping Finance Limited and General Shopping to predict these events or how they may affect it or General Shopping's anticipated results. Neither General Shopping nor GS Finance II nor General Shopping Finance Limited has any duty to, and does not intend to, update or revise the forward-looking statements in this announcement, except as may be required by law. In light of these risks and uncertainties, readers should keep in mind that any forward-looking statement made in this announcement may not occur, including, but not limited to, GS Finance II's ability to effect the Offer satisfy or waive any conditions thereto. All data presented herein is as of the date of this announcement unless otherwise noted.
The Dealer Managers for the Offer are Merrill Lynch, Pierce, Fenner & Smith Incorporated and Itau BBA USA Securities, Inc. Questions regarding the Offer may be directed to BofA Merrill Lynch at 800-292-0070 (toll-free) and +1-646-855-8988 (collect) or Itau BBA at 888-770-4828 (toll-free) and +1-212-710-6749 (collect). Any questions or requests for assistance or for additional copies of this notice may be directed to DF King & Co., Inc., the tender and information agent, at its telephone number set forth below or, if by any Holder, to such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Banks and Brokers call: (212) 269-5550
Toll free (U.S. only): (866) 751-6310
* * *
Investor Relations Officer
General Shopping e Outlets do Brasil S.A.
SOURCE General Shopping e Outlets do Brasil S.A.; GS Finance II Limited
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