Tupy Overseas begins cash tender offer for $350 million notes due 2024

By Taylor Fox

New York, Feb. 1 – Tupy SA wholly-owned subsidiary, Tupy Overseas SA, commenced a cash tender offer and consent solicitation for any and all outstanding $350 million 6 5/8% senior notes due 2024 (Cusip: 89990BAA8), according to a news release and a market source.

Holders who tender notes prior to the 5 p.m. ET Feb. 12 early tender deadline will receive the total consideration of $1,022.08 per $1,000 of notes, plus interest, including an early tender payment of $30 per $1,000 of notes tendered.

Holders who tender notes after the early tender deadline, but before the expiration time, will receive $992.08 per $1,000 of notes plus interest.

Tupy is also soliciting consents from holders of the notes for the adoption of proposed amendments which would eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the indenture governing the notes and reduce the minimum required notice period for the redemption of notes from 30 days to three business days prior to the date fixed for redemption.

Holders who tender notes must also consent to the proposed amendments to the indenture governing the notes.

Tupy also issued a conditional notice of redemption for any notes that remain outstanding following the consummation or termination of the offer and the consent solicitation. Such redemption is being made in accordance with the terms of the indenture governing the notes, which provides for a redemption price equal to 102.208 of the amount of the notes, plus interest up to the date of redemption.

The offer is partially conditioned upon the issuance of new notes.

No preference will be given in the tender offer, but noteholders who wish to subscribe for new notes may quote an allocation identifier code.

The early settlement date is expected to be within one business day after the early tender payment.

Early settlement is expected for Feb. 16.

The offer will expire at 11:59 p.m. ET March 1 with final settlement expected on March 3.

Morgan Stanley & Co. LLC (800 624-1808, 212 761-1057), Citigroup Global Markets Inc. (212 723-6106, 800 558-3745), Itau BBA USA Securities, Inc. (212 710-6749), J.P. Morgan Securities LLC (866 834-4666, 212 834-4087), Santander Investment Securities Inc. (855 404-3636, 212 940-1442) and UBS Securities LLC (888 719-4210, 203 719-4210) are dealer managers.

D.F. King & Co., Inc. (866 796-7184, 212 269-5550; tupy@dfking.com) is the information agent and tender agent.

Tupy is an automotive parts manufacturer based in Santa Catarina, Brazil.

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