GEORGE
TOWN, Grand Cayman, July 1, 2024
/PRNewswire/ -- StoneCo Ltd. (Nasdaq: STNE, B3: STOC31) ("StoneCo"
or the "Company") announces that it has commenced today a cash
tender offer (the "Tender Offer") to purchase any and all of its
outstanding 3.950% senior notes due 2028 (the "Notes"). Initially,
the Notes are fully, unconditionally and irrevocably guaranteed by
Stone Instituição de Pagamento S.A., MNLT S.A. and Pagar.me
Instituição de Pagamento S.A.
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 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.
The following table summarizes the material pricing terms of the
Tender Offer.
Notes
|
CUSIP and ISIN
Numbers
|
Principal
Amount
Outstanding
|
Tender Offer
Consideration(1)
|
Early Tender
Consideration(1)(2)
|
Total
Consideration(1)(3)
|
3.950%
Senior
Notes
due 2028
|
CUSIP:
861787 AA7 /
G85158 AA4
ISIN:
US861787AA77 /
USG85158AA43
|
US$500,000,000
|
US$850.00
|
US$30.00
|
US$880.00
|
|
|
__________________
|
|
|
(1)
|
Per US$1,000 principal
amount of Notes validly tendered (and not validly withdrawn) and
accepted for purchase by us. Excludes Accrued Interest (as defined
in the Offer to Purchase and Consent Solicitation) to be paid to
the Holders.
|
|
|
(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.
|
|
|
(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., New
York City time, on July 30,
2024, unless extended or earlier terminated by the Company
(the "Expiration Time"). Holders may participate in the Tender
Offer and the Consent Solicitation by validly tendering and not
validly withdrawing their Notes at or prior to 5:00 p.m., New York
City time, on July 15, 2024
unless extended (the "Early Tender Deadline"). In this case,
Holders will be deemed to have validly tendered their Notes and
delivered their Consent related to the Notes and will 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 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 July 17,
2024. If the Early Settlement Date occurs, payment for the
Notes that are validly tendered and not validly withdrawn after the
Early Tender Deadline and prior to or at the Expiration Time and
that are accepted for purchase will be made on the Final Settlement
Date. If no Early Settlement Date occurs, then 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.
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 5:00 p.m.,
New York City time, on
July 15, 2024, unless extended (the
"Withdrawal Deadline," which prior to any extension of any Early
Tender Deadline shall be the same date as the initial Early Tender
Deadline). Holders of the Notes may not tender their Notes
without also delivering their Consent to the Proposed Amendments
(as defined herein) and vice versa. The valid tender of Notes
by any Holder prior to or at the Expiration Time will be deemed to
constitute the giving of a Consent by such Holder to the Proposed
Amendments to the Indenture governing the Notes. A valid withdrawal
of tendered Notes will constitute the concurrent valid revocation
of such Holder's related Consents and vice versa.
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.
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 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 us pursuant to the Tender
Offer and Consent Solicitation are deposited with the Tender and
Information Agent (as defined below) or, upon the Tender and
Information Agent's instructions, with DTC, on the Final Settlement
Date.
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.
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 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"). 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.