Usinas Siderurgicas de Minas Gerais S.A. -- USIMINAS, Through Its Subsidiaries Usiminas Galvanized Steel A/S And Usiminas

Usinas Siderurgicas de Minas Gerais S.A. -- USIMINAS, Through Its Subsidiaries
   Usiminas Galvanized Steel A/S And Usiminas Electrogalvanized Steel A/S,
   Announces Increase In Amount Of, And Extension Of Expiration Dates For,
 Previously Announced Tender Offers For Any And All Of 8.25% Senior Notes Due
  2016 And For Up To The 2018 Notes Maximum Tender Amount Of 7.25% Notes Due
                                     2018

PR Newswire

BELO HORIZONTE, Brazil, Oct. 25, 2013

BELO HORIZONTE, Brazil, Oct. 25, 2013 /PRNewswire/ -- Usinas Siderurgicas de
Minas Gerais S.A. — USIMINAS (along with its subsidiaries, "Usiminas"),
through its Danish subsidiaries Usiminas Galvanized Steel A/S and Usiminas
Electrogalvanized Steel A/S (together, the "Purchasers"), today announced 
that they are amending the terms of their previously announced offers to
purchase (the "Tender Offers") the 8.25% Senior Notes due 2016 issued by
Cosipa Commercial Ltd. under its U.S.$500,000,000 Global Medium-Term Note
Program (the "2016 Notes") and the 7.25% Senior Secured Notes due 2018 issued
by Usiminas Commercial Ltd. (the "2018 Notes" and together with the 2016 Notes
the "Notes") to reflect the following: (i) an increase in the maximum amount
of outstanding Notes that the Purchasers are seeking to purchase for cash
pursuant to the Tender Offers to U.S.$400,000,000, from the original amount of
U.S.$200,000,000 (the "Tender Amount Increase"); (ii) an extension of the
expiration date for the tenders of the 2016 Notes and the 2018 Notes from 5:00
p.m., New York City time, on October 29, 2013 to 5:00 p.m., New York City
time, on November 7, 2013, unless further extended or earlier terminated by
the Purchasers at their sole discretion (the "Extended Expiration Date"); and
(iii) the extension of eligibility for the early tender payment of U.S.$30.00
for each U.S.$1,000 principal amount of Notes tendered (the "Early Tender
Payment") to all holders of Notes who validly tender their Notes on or prior
to the Extended Expiration Date (the "Early Payment Extension"). As a
consequence of the Tender Amount Increase, the maximum aggregate principal
amount of 2018 Notes that the Purchasers are offering to purchase will also be
increased from (x) U.S.$200.0 million less (y) the aggregate principal amount
of 2016 Notes accepted for purchase pursuant to the 2016 Notes Tender Offer to
(a) U.S.$400.0 million less (b) the aggregate principal amount of 2016 Notes
accepted for purchase pursuant to the 2016 Notes Tender Offer (the "Increased
2018 Notes Maximum Tender Amount").

The Purchasers have been advised that, as of the present date, (i)
U.S.$121,873,000 in aggregate principal amount of the 2016 Notes, or
approximately 61% of the 2016 Notes outstanding, had been validly tendered and
(ii) U.S.$209,034,000 in aggregate principal amount of the 2018 Notes, or
approximately 52% of the 2018 Notes outstanding, had been validly tendered,
both pursuant to the Tender Offers.

Full details of the original terms and conditions of the Tender Offers are
included in Usiminas' Offer to Purchase, dated October 1, 2013 (the "Offer to
Purchase"), relating to the Notes. Except for the Tender Amount Increase, the
Increased 2018 Notes Maximum Amount, the Extended Expiration Date and the
Early Payment Extension all other terms and conditions of the Tender Offers
are unchanged.

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



Title of         Aggregate Principal Maximum Acceptance   Total
Security         Amount              Limit                Consideration^(1)(2)
                 Outstanding
8.25% Notes due
2016

(CUSIP No.
221226 AA 1 /
ISIN             U.S.$200,000,000    U.S.$200,000,000     U.S.$1,127.50
US221226AA16)

(CUSIP No.
P37064 AA 3 /
ISIN US
P37064AA30)
7.25% Notes due
2018

(CUSIP No. 91732
BAA 7 /                              Increased 2018 Notes
ISIN             U.S.$400,000,000    Maximum              U.S.$1,115.00
US91732BAA70)                        Tender Amount

(CUSIP No.
G93085 AA 9 /
ISIN US
G93085AA94)
(1) The amount to be paid for each U.S.$1,000 principal amount of applicable
series of Notes validly tendered and accepted for purchase, plus accrued and
unpaid interest.
(2) All holders who validly tender their Notes on or prior to the Extended
Expiration Date are now eligible for the payment of the 2016 Notes Total
Consideration and the 2018 Notes Total Consideration, which both include an
Early Tender Payment of U.S.$30.00 for each U.S.$1,000 principal amount.



The 2016 Notes Tender Offer will expire on the Extended Expiration Date.
Holders of 2016 Notes who validly tender their 2016 Notes on or prior to the
Extended 2016 Notes Expiration Date will be eligible to receive the 2016 Notes
Total Consideration, plus accrued and unpaid interest up to, but not
including, the settlement date. The "2016 Notes Total Consideration" for each
U.S.$1,000 principal amount of 2016 Notes validly tendered on or prior to the
2016 Expiration Date and accepted for purchase pursuant to the 2016 Notes
Tender Offer is U.S.$1,127.50, which includes the Early Tender Payment.

The 2018 Notes Tender Offer will expire on the Extended Expiration Date.
Holders of 2018 Notes who validly tender their 2018 Notes on or prior to the
Extended 2018 Notes Expiration Date will be eligible to receive, subject to
the proration procedures described in the Offer to Purchase, the 2018 Notes
Total Consideration, plus accrued and unpaid interest up to, but not
including, the settlement date. The "2018 Notes Total Consideration" for each
U.S.$1,000 principal amount of 2018 Notes validly tendered on or prior to the
Extended Expiration Date and accepted for purchase pursuant to the 2018 Notes
Tender Offer is U.S.$1,115.00, which includes the Early Tender Payment. If
2018 Notes are validly tendered in an aggregate principal amount in excess of
the Increased 2018 Notes Maximum Tender Amount pursuant to the 2018 Notes
Tender Offer, such tendered 2018 Notes will be subject to proration (as
described in the Offer Documents, as defined below).

The Purchasers' obligation to purchase Notes in either of the Tender Offers is
conditioned on the satisfaction or waiver of certain conditions. 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 2018 Notes Tender
Offer is subject to the Increased 2018 Notes Maximum Tender Amount. The
Purchasers have the right, in their sole discretion, to amend or terminate
either of the Tender Offers at any time.

The terms and conditions of the Tender Offers are described in the Offer to
Purchase and the related Letter of Transmittal (together, the "Offer
Documents"). Copies of the Offer Documents are available to holders of Notes
from D.F. King & Co., Inc., the information agent for the Tender Offers (the
"Information Agent"). Requests for copies of the Offer Documents should be
directed to the Information Agent at +1 (800) 967-7921 (toll free) or +1 (212)
269-5550 (collect).

Usiminas reserves the right, in its sole discretion, not to accept any tenders
of Notes for any reason. Usiminas is making the Tender Offers and only in
those jurisdictions where it is legal to do so.

Usiminas has retained Santander Investment Securities Inc. to act as sole
dealer manager (the "Sole Dealer Manager") in connection with the Tender
Offers. Questions regarding the Tender Offers may be directed to the Sole
Dealer Manager at +1(212) 407-7822 (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 or a solicitation of an offer to
sell. The Tender Offers are being made solely pursuant to the Offer
Documents. The Tender Offers are not being made to, nor will Usiminas accept
tenders of Notes from, holders in any jurisdiction in which the Tender Offers
or the acceptance thereof would not be in compliance with the securities or
blue sky laws of such jurisdiction.

About Usiminas

Founded 57 years ago and present in the entire steel production chain,
Usiminas is the largest flat steel complex in Latin America. Usiminas is a
low‑cost producer of flat rolled products, including slabs, hot and cold
rolled coils and sheets, plates, heavy plates and galvanized products, used by
manufacturers in the automobile, home appliance, civil construction and other
industrial and consumer industries. Usiminas' steel products are manufactured
in two facilities: the Intendente Camara Plant, located in the city of
Ipatinga in the state of Minas Gerais and the Jose Bonifacio de Andrada e
Silva Plant, located in the city of Cubatao in the state of Sao Paulo, both in
Brazil. Usiminas is focused on four major business lines: (i) mining, (ii)
steelmaking, (iii) steel transformation, and (iv) capital goods.

Usiminas files annual, interim and other reports with the Brazilian Comissao
de Valores Mobiliarios – CVM and these reports are available at
http://www.cvm.gov.br. Any such reports do not form part of the Offer to
Purchase of the Tender Offers.

SPECIAL NOTE 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 USIMINAS THAT MAY CAUSE THE ACTUAL
RESULTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS EXPRESSED OR
IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. ALTHOUGH USIMINAS BELIEVES THAT
THE EXPECTATIONS AND ASSUMPTIONS REFLECTED IN THE FORWARD-LOOKING STATEMENTS
ARE REASONABLE BASED ON INFORMATION CURRENTLY AVAILABLE TO USIMINAS'S
MANAGEMENT, USIMINAS CANNOT GUARANTEE FUTURE RESULTS OR EVENTS. USIMINAS
EXPRESSLY DISCLAIMS A DUTY TO UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS.

SOURCE Usinas Siderurgicas de Minas Gerais S.A.

Contact: D.F. King, 212-269-5550, usiminas@dfking.com
 
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