Tupy gets $73.06 million early tenders on 2024 notes, lacks consents

By Taylor Fox

New York, Feb. 16 – Tupy SA wholly owned subsidiary Tupy Overseas SA announced the early results of its cash tender offer for any and all outstanding $350 million 6 5/8% senior notes due 2024 (Cusip: 89990BAA8) and the related consent solicitation, according to a news release.

As of the 5 p.m. ET Feb. 12 early tender time, holders had tendered and delivered consents for $73,061,000, or 21%, of the outstanding notes.

Tupy intends to purchase all of the early tendered notes on Feb. 16.

However, since Tupy has not obtained consents from holders representing a majority of the outstanding amount of notes, it will not execute a supplemental indenture to the notes effecting the proposed amendments.

Tupy had solicited consents from holders to adopt proposed amendments which would eliminate substantially all of the restrictive covenants and some 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 tendered notes had to also consent to the proposed amendments.

As previously reported, holders who tendered notes prior to the early tender deadline will receive the total consideration of $1,022.08 per $1,000 of notes, including an early tender payment of $30 per $1,000 of notes tendered, plus interest.

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.

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

Tupy said it will redeem any remaining untendered notes on March 3 under a conditional notice of redemption issued on Feb. 1. The redemption price is equal to 102.208 plus interest up to the redemption date.

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

No preference is being given in the tender offer, but holders who wish to subscribe for new notes may quote an allocation identifier code.

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 for the tender offer.

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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