São Paulo, Aug. 11, 2026 (GLOBE NEWSWIRE) -- Companhia Siderúrgica Nacional (“CSN”) (NYSE: SID) announced today the final results of the offer to exchange (the “Exchange Offer”) conducted by its subsidiary, CSN Inova Ventures (formerly CSN Islands XI Corp.) (the “Issuer”), an exempted company incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of CSN. The Issuer announced today that the Minimum Participation Condition has been satisfied. The aggregate principal amount of 2028 Notes validly tendered and not validly withdrawn at or prior to the Expiration Time was US$1,007,324,000, representing 77.49% of outstanding 2028 Notes. Subject to the satisfaction of the remaining conditions set forth in the Offering Memorandum, the Issuer expects to accept for exchange all 2028 Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Time.
The Exchange Offer, which expired at 5:00 p.m., New York City time, on August 10, 2026 (the “Expiration Time”), offered to exchange any and all of the Issuer’s outstanding 6.750% Senior Notes due 2028 (the “2028 Notes”) held by Eligible Holders, as defined below, for the Issuer’s 11.000% Senior Notes due 2030 (the “New Notes”) and cash. The 2028 Notes are fully, unconditionally and irrevocably guaranteed by CSN.
Settlement of the Exchange Offer and Consent Solicitation is expected to occur on August 12, 2026 (the “Settlement Date”), which is the second business day following the Expiration Time. For each US$1,000 principal amount of 2028 Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Time and accepted for exchange, Eligible Holders are eligible to receive the Exchange Consideration consisting of (i) US$253.85 in cash (the “Cash Consideration”) plus (ii) US$746.15 in aggregate principal amount of New Notes (the consideration under (i) and (ii) collectively, the “Exchange Consideration”).
In addition to the applicable Exchange Consideration, Eligible Holders whose 2028 Notes are accepted for exchange will receive a cash payment equal to accrued and unpaid interest on such 2028 Notes from and including the immediately preceding interest payment date for such 2028 Notes to, but excluding, the Settlement Date (the “Accrued Interest”). Interest will cease to accrue on the Settlement Date for all 2028 Notes accepted for exchange. The Issuer expects to issue approximately US$698.3 million aggregate principal amount of New Notes and pay approximately US$255.7 million in cash consideration on the Settlement Date (not including accrued interest and cash paid in lieu of fractional New Notes). The Issuer will not receive any cash proceeds from the Exchange Offer.
The following table sets forth the results of the Exchange Offer and Consent Solicitation (as defined below):
Notes tobe Exchanged CUSIP/ISINs Nos. Outstanding
Principal Amount Principal Amount
of 2028 Notes
Tendered and
Accepted(1) Total Amount of
Cash
Consideration
Paid by the Issuer
Principal Amount
of New Notes
Issued6.750% Senior Notes due 2028 Rule 144A: 12642KAB0 /
US12642KAB08
Regulation S: G2583X AB7 /
USG2583XAB76 US$1,300,000,000 US$1,007,324,000 US$255,709,197.40 US$698,330,000
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(1) For each US$1,000 principal amount of 2028 Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Time and accepted for exchange, Eligible Holders are eligible to receive the Exchange Consideration consisting of (i) US$253.85 in cash plus (ii) US$746.15 in aggregate principal amount of New Notes.
In connection with the Exchange Offer, the Issuer solicited (the “Consent Solicitation” and, together with the Exchange Offer, the “Exchange Offer and Consent Solicitation”) consents (the “Consents”) to the adoption of certain amendments (the “Proposed Amendments”) to the indenture governing the 2028 Notes. Eligible Holders who tendered their 2028 Notes pursuant to the Exchange Offer were also required to deliver Consents to the Proposed Amendments. Eligible Holders could not deliver Consents to the Proposed Amendments without also validly tendering their 2028 Notes. The Issuer has received the requisite Consents to execute the Supplemental Indenture (as defined in the Offering Memorandum) to effect the Proposed Amendments.
The Exchange Offer and Consent Solicitation was made solely to Eligible Holders upon the terms and subject to the conditions set forth in the exchange offering memorandum dated as of July 30, 2026 (the “Offering Memorandum”). The Exchange Offer and Consent Solicitation was made only (a) in the United States, to holders of 2028 Notes who were reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)), and (b) outside the United States, to holders of 2028 Notes who were not “U.S. persons” (as defined in Regulation S under the Securities Act) in offshore transactions in reliance on Regulation S. Holders of 2028 Notes who certified that they were eligible to participate in the Exchange Offer and Consent Solicitation pursuant to at least one of the foregoing conditions are referred to as “Eligible Holders.”
The complete terms and conditions of the Exchange Offer and Consent Solicitation are described in the Offering Memorandum, copies of which may be obtained from D.F. King & Co., Inc., the information and exchange agent (the “Information and Exchange Agent”) for the Exchange Offer and Consent Solicitation, at www.dfking.com/csn, by telephone at +1 (800) 515-4507 (U.S. toll free) or +1 (646) 582-2970 (collect), in writing to 28 Liberty Street, 53rd Floor, New York, NY 10005, or by email to [email protected].
The Issuer engaged Banco Bradesco BBI S.A., BNP Paribas Securities Corp., Citigroup Global Markets Inc, Credit Agricole Securities (USA) Inc., HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC, UBS Investment Bank and XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A. to act as the dealer managers (the “Dealer Managers”) in connection with the Exchange Offer and Consent Solicitation. Questions regarding the terms of the Exchange Offer and Consent Solicitation may be directed to Banco Bradesco BBI S.A. at Av Presidente Juscelino Kubitschek, n.º 1309, 5th floor, São Paulo, SP, 04543-011, Brazil, BNP Paribas Securities Corp. at 787 Seventh Avenue, New York, New York 10019, by telephone at +1 (212) 841-3059 (collect), +1 (888) 210-4358 (toll free), Citigroup Global Markets Inc. at 388 Greenwich Street, 4th floor New York, New York 10013, by telephone at +1 (212) 723-6106, Credit Agricole Securities (USA) Inc. at 1301 Avenue of the Americas, 8th Floor, New York, New York 10019, by telephone at +1 (212) 261-7802 (collect), +1 (866) 807-6030 (toll free), HSBC Securities (USA) Inc. at 66 Hudson Boulevard, New York, NY 10001, by telephone at +1 (212) 525-5552 (collect), +1 (888) HSBC-4LM (toll free) Morgan Stanley & Co. LLC at 1585 Broadway, Floor 6, New York, NY 10036, by telephone at +1 (212) 761-1057 (collect) or +1 (800) 624-1808 (toll free), UBS Investment Bank at 11 Madison Avenue, New York, New York 10010, by telephone at +1 (212) 882-5721 (collect) or +1 (833) 690-0971 and XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A. at Av. Presidente Juscelino Kubitschek, 1909 – Torre Sul, 30º andar, CEP 04543-010, São Paulo – São Paulo, Brazil. The eligibility certificate is available electronically at: www.dfking.com/csn and is also available by contacting the Information and Exchange Agent.
Disclaimer
None of CSN, the Issuer, the Information and Exchange Agent, the Dealer Managers or the trustee for the 2028 Notes, or any of their respective affiliates, made any recommendation as to whether holders should tender any 2028 Notes in the Exchange Offer and Consent Solicitation or expressed any opinion as to whether the terms of the Exchange Offer and Consent Solicitation were fair to any holder. Holders made their own decision as to whether to tender any 2028 Notes and, if so, the principal amount of 2028 Notes to tender. Please refer to the Offering Memorandum for a description of the offer terms, conditions, disclaimers and other information applicable to the Exchange Offer and Consent Solicitation.
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Exchange Offer and Consent Solicitation was made and the New Notes are being offered and issued only to “qualified institutional buyers” and holders that are not “U.S. persons” as such terms are defined under the Securities Act. The New Notes have not been registered under the Securities Act or under any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act, and, accordingly, are subject to significant restrictions on transfer and resale as more fully described in the Offering Memorandum. The Exchange Offer and Consent Solicitation was not made to holders of 2028 Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
This press release may contain forward-looking statements 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, including those related to the Exchange Offer and Consent Solicitation. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements. CSN does not undertake any obligation to publicly correct or update any forward-looking statement if CSN later becomes aware that such statement is not likely to be achieved.
COMPANHIA SIDERÚRGICA NACIONAL
Antonio Marco Campos Rabello
Chief Financial and Investor Relations Officer