STONECO LTD. ANNOUNCES ANY AND ALL CASH TENDER OFFER AND CONSENT SOLICITATION
In connection with the Tender Offer, the Company is also soliciting consents (the "Consents") from registered holders (each, a "Holder" and, collectively, the "Holders") of the Notes (the "Consent Solicitation") to proposed amendments to the indenture governing the Notes (the "Indenture"), providing for, among other things, the elimination of substantially all of the restrictive covenants, various events of default and related provisions contained in the Indenture, as well as allowing the Company to replace itself as principal debtor in respect to the Notes by a substituted debtor; provided that the Company (and all other existing guarantors) shall guarantee the payment of all sums payable by the substituted debtor as such principal debtor on the same terms mutatis mutandis as the Notes and subject to certain other conditions (the "Proposed Amendments").The Tender Offer and the Consent Solicitation are being made upon the terms and subject to the conditions set forth in an offer to purchase and consent solicitation statement dated
The following table summarizes the material pricing terms of the Tender Offer.
Notes |
CUSIP and ISIN |
Principal |
Tender Offer |
Early Tender |
Total |
3.950% |
CUSIP: 861787 AA7 / G85158 AA4
ISIN: |
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|
|
|
|
|
__________________ |
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|
|
(1) |
Per |
|
|
(2) |
Payable only to Holders who validly tender Notes at or prior to the Early Tender Deadline (and do not validly withdraw their tender). Included in the Total Consideration. |
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|
(3) |
The Total Consideration equals the Tender Offer Consideration plus the Early Tender Consideration. |
The Tender Offer and the Consent Solicitation will expire immediately after 5:00 p.m.,
Payment for the Notes that are validly tendered and not validly withdrawn, along with Consents that are validly delivered and not validly revoked, prior to or at the Early Tender Deadline and that are accepted for purchase may be made, at our option, on the Early Settlement Date. The Early Settlement Date, if it occurs, is expected to be on two business days immediately after the Early Tender Deadline in respect of the Tender Offer and Consent Solicitation. It is anticipated that the Early Settlement Date, if it occurs, will be on or around
Notes tendered in accordance with the Tender Offer and Consent Solicitation may be withdrawn and Consents delivered may be revoked at any time at or prior to
The Company will pay a soliciting broker fee of
The consummation of the Tender Offer and the Consent Solicitation is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase and Consent Solicitation.
If we receive the Requisite Consents (as defined in the Offer to Purchase and Consent Solicitation), as certified in writing by the Company to the Trustee (as defined in the Offer to Purchase and Consent Solicitation), and the other conditions to the Tender Offer and Consent Solicitation are satisfied or waived, it is expected that
Notes tendered and Consents delivered at or prior to the Withdrawal Deadline may be withdrawn or revoked at any time at or prior to that Withdrawal Deadline, but not thereafter except as otherwise required by law. A valid withdrawal of tendered Notes will constitute the concurrent valid revocation of such Holder's related Consents and vice versa. In order for a Holder to revoke a Consent delivered together with the tender of the corresponding Notes, such Holder must withdraw the corresponding tendered Notes and in such case will receive no payment in connection with the Tender Offer and Consent Solicitation.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
Copies of the Offer to Purchase and Consent Solicitation are available to Holders from
Neither the Offer to Purchase and Consent Solicitation nor any related documents have been filed with the
Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company, the guarantors or any of their affiliates in
Any questions regarding the terms of the Tender Offer and Consent Solicitation should be directed to the Dealer Managers and Solicitation Agents at the addresses and telephone numbers set forth below.
The Dealer Managers for the Tender Offer and Solicitation Agents for the Consent Solicitation are:
Banco Bradesco BBI S.A.
São Paulo, SP, 04543-011
Attention: Collect: +1 (646) 432-6642 |
Attention: Toll Free: +1 (888) HSBC-4LM Collect: +1 (212) 525-5552
|
Attn: Toll Free: +1 (888) 708-5831 Collect: +1 (203) 708-5831 |
Attention: Latin America Debt Capital Markets Toll Free: +1 (866) 846-2874 Collect: +1 (212) 834-4533 |
Important Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or that relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described in this press release will be consummated or as to the ultimate terms of any such transactions. Neither the Company nor the guarantors undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
Disclaimer
This press release must be read in conjunction with the Offer to Purchase and Consent Solicitation. This press release and the Offer to Purchase and Consent Solicitation contain important information that must be read carefully before any decision is made with respect to the Tender Offer and the Consent Solicitation. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, from its attorney, accountant or other independent financial or legal adviser. None of the Company, the guarantors, the Dealer Managers and Solicitation Agents, the Tender and Information Agent or any affiliate of such persons expresses any opinion as to whether the terms of the Tender Offer are fair to any Holder. Holders must make their own decision as to whether to tender and deliver Consent with respect to any Notes and, if so, the principal amount of Notes to tender.
About Stone
Stone is a leading provider of financial technology and software solutions that empower merchants to conduct commerce seamlessly across multiple channels and help them grow their businesses.
Contact:
Investor Relations
investors@stone.co
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