GEORGE
TOWN, Grand Cayman, July 16,
2024 /PRNewswire/ -- StoneCo Ltd. (Nasdaq: STNE, B3:
STOC31) ("StoneCo" or the "Company") announces the results of the
Early Tender Deadline pursuant to the terms and subject to the
conditions set forth in an offer to purchase and consent
solicitation statement dated July 1,
2024 (the "Offer to Purchase and Consent
Solicitation"). Any capitalized term used but not defined in
this press release has the respective meaning set forth in the
Offer to Purchase and Consent Solicitation.
Based on the information provided by D.F. King & Co., Inc.,
the tender agent and the information agent for the Tender Offer and
the Consent Solicitation (the "Tender and Information Agent"),
tender instructions and Consents in the amounts set forth in the
table below were validly delivered and not validly withdrawn prior
to or at 5:00 p.m., New York City time, on July 15, 2024 unless extended (the "Early Tender
Deadline").
Notes
|
CUSIP and ISIN
Numbers
|
Principal Amount
Outstanding
|
Aggregate
Principal
Amount Tendered
|
Percentage of
Aggregate
Principal Amount
Outstanding Tendered
|
3.950%
Senior Notes
due 2028
|
CUSIP:
861787 AA7 /
G85158 AA4
ISIN: US861787AA77
/ USG85158AA43
|
US$500,000,000
|
US$294,558,000
|
58.91 %
|
The Tender Offer and the Consent Solicitation will expire
immediately after 5:00 p.m., New
York City time, on July 30,
2024, unless extended or earlier terminated by the Company
(the "Expiration Time"). Registered holders (each, a "Holder" and,
collectively, the "Holders") were required to validly tender and
not validly withdraw their Notes at or prior to the Early Tender
Deadline to be eligible to receive the Total Consideration, which
includes the Early Tender Consideration. Holders may also
participate in the Tender Offer and Consent Solicitation by validly
tendering Notes and delivering their Consent after the Early Tender
Deadline and at or prior to the Expiration Time, but they will be
eligible to receive only the Tender Offer Consideration (as defined
in the Offer to Purchase and Consent Solicitation), which excludes
the Early Tender Consideration. In addition to the Tender Offer
Consideration or the Total Consideration, as the case may be,
Holders whose Notes are accepted for purchase pursuant to the
Tender Offer and Consent Solicitation will also receive Accrued
Interest.
Payment for all the Notes that are validly tendered and not
validly withdrawn at any time prior to the Expiration Time and that
are accepted for purchase will be made on the Final Settlement
Date. It is anticipated that the Final Settlement Date will be on
or around July 31, 2024. For the
avoidance of doubt, there will not be any early settlement date and
all the Notes that are validly tendered and not validly withdrawn
at any time prior to the Expiration Time and that are accepted for
purchase will be paid on the Final Settlement Date.
The Company is also soliciting Consents from Holders of the
Notes 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 Company has received 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). With the other conditions to
the Tender Offer and Consent Solicitation satisfied or waived, it
is expected that StoneCo Ltd., Stone Instituição de Pagamento S.A.,
MNLT S.A., and Pagar.me Instituição de Pagamento S.A. and the
Trustee will execute a supplemental indenture (the "Supplemental
Indenture"). The Supplemental Indenture will be effective promptly
upon their execution and delivery; however, the Proposed Amendments
will not become operative until amounts payable by the Company
pursuant to the Tender Offer and Consent Solicitation are deposited
with the Tender and Information Agent or, upon the Tender and
Information Agent's instructions, with DTC, on the Final Settlement
Date.
Notes tendered in accordance with the Tender Offer and Consent
Solicitation could have been withdrawn and Consents delivered could
have been revoked at any time at or prior to 5:00 p.m., New York
City time, on July 15, 2024
(the "Withdrawal Deadline," which is the same date as the Early
Tender Deadline). Notes tendered and Consents delivered at or
prior to the Withdrawal Deadline and thereafter, may no longer be
validly withdrawn or revoked.
The Company will pay a soliciting broker fee of US$2.50 for each US$1,000 principal amount of the Notes that are
validly tendered and accepted for purchase pursuant to the Tender
Offer and Consent Solicitation to retail brokers that are
appropriately designated by their tendering Holder clients to
receive this fee; provided that such fee will only be paid
with respect to tenders by Holders whose aggregate principal amount
of Notes is US$250,000 or less.
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.
Banco Bradesco BBI S.A., HSBC Securities (USA) Inc., Jefferies LLC and J.P. Morgan
Securities LLC are serving as the Dealer Managers for the Tender
Offer and Solicitation Agents for the Consent Solicitation (the
"Dealer Managers and Solicitation Agents"). In such capacity, the
Dealer Managers and Solicitation Agents may contact Holders
regarding the Tender Offer and may request brokers, dealers,
commercial banks, trust companies and other nominees to forward the
Offer to Purchase and Consent Solicitation and related materials to
beneficial owners of Notes. The Dealer Managers and Solicitation
Agents can be contacted at their telephone numbers set forth on the
back cover page of the Offer to Purchase and Consent Solicitation
with questions regarding the Tender Offer and the Consent
Solicitation.
Copies of the Offer to Purchase and Consent Solicitation are
available to Holders from the Tender and Information Agent.
Requests for copies of the Offer to Purchase and Consent
Solicitation should be directed to D.F. King at +1 (888) 644-6071
(toll-free), +1 (212) 269-5550 (collect) or
stoneco@dfking.com.
Neither the Offer to Purchase and Consent Solicitation nor any
related documents have been filed with the U.S. Securities and
Exchange Commission, nor have any such documents been filed with,
approved 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 to Purchase and Consent
Solicitation or any related documents, and it is unlawful and may
be a criminal offense to make any representation to the
contrary.
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 the United States or
in any other jurisdiction. The Tender Offer and the Consent
Solicitation is not being made to, nor will the Company accept
tenders of Notes from, Holders in any jurisdiction in which the
Tender Offer and the Consent Solicitation would not be in
compliance with the securities or blue-sky laws of such
jurisdiction.
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.
Av Presidente Juscelino
Kubitschek, 1309, 10th floor
São Paulo, SP,
04543-011
Attention:
International Fixed Income Department
Collect: +1 (646)
432-6642
|
HSBC Securities
(USA) Inc.
66 Hudson
Boulevard
New York, New York
10001
Attention: Global
Liability Management Group
Toll Free: +1 (888)
HSBC-4LM
Collect: +1 (212)
525-5552
|
|
|
Jefferies
LLC
520 Madison
Avenue
New York, NY
10022
Attn: Debt Capital
Markets
Toll Free: +1 (888)
708-5831
Collect: +1 (203)
708-5831
|
J.P. Morgan
Securities LLC
383 Madison
Avenue
New York, New York,
10179
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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SOURCE StoneCo Ltd.