Form 6-K GERDAU S.A. For: Nov 30

 

 

FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

Dated November 30, 2021

 

Commission File Number 1-14878

 

GERDAU S.A.

(Exact Name as Specified in its Charter)

 

       N/A       

(Translation of Registrant’s Name)

 

Av. Dra. Ruth Cardoso, 8,501 – 8° andar

São Paulo, São Paulo - Brazil CEP 05425-070

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F x Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes ¨ No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date:  November 30, 2021

 

GERDAU S.A.

 

	By:	/s/ Harley Lorentz Scardoelli
	Name:	Harley Lorentz Scardoelli
	Title:	Investor Relations Director

 

 

 

EXHIBIT INDEX

 

Exhibit	Description of Exhibit
99.1	Press release, November 19, 2021

 

 

Exhibit 99.1

 

 

 

GERDAU S.A. ANNOUNCES RESULTS OF EARLY TENDER PERIOD OF

THE CASH TENDER OFFER FOR CERTAIN OF THE OUTSTANDING

4.750% BONDS DUE 2023, 5.893% BONDS DUE 2024 AND

4.875% BONDS DUE 2027

 

São Paulo, Brazil, November 19, 2021 – Gerdau S.A. (Bovespa: GGBR, NYSE: GGB, Latibex: XGGB) (“Gerdau” or the “Company”) hereby announces the results of the early tender period under the previously announced offer by the Company to purchase for cash (the “Tender Offer”) up to a maximum tender consideration of U.S. $500,000,000 (including the Early Tender Payment, if applicable) of certain of the outstanding 4.750% Bonds due 2023 (the “2023 Bonds”) issued by issued by Gerdau Trade Inc. (“GTI”), 5.893% Bonds due 2024 (the “2024 Bonds”) issued jointly by Gerdau Holdings, Inc. (“GHI”) and GTL Trade Finance Inc., (“GTL”) and the 4.875% Bonds due 2027 (the “2027 Bonds”, and together with the 2023 Bonds and the 2024 Bonds, the “Bonds” and each, a “series” of Bonds) issued by GTI (GTI, GHI and GTL, collectively, the “Offerors”). The Tender Offer is being made pursuant to the offer to purchase dated November 4, 2021 (the “Offer to Purchase”). Capitalized terms used but not defined in this press release shall have the meanings assigned to them in the Offer to Purchase.

 

The principal amount of each series of Bonds that were validly tendered and not validly withdrawn in the Tender Offer as of the Early Tender Date, the principal amount of each series of Bonds that have been accepted for purchase by the Company and the Total Consideration that shall be paid to the eligible holders of Bonds that were validly tendered prior to the Early Tender Date, and whose Bonds were accepted for purchase, are set forth in the table below.

 

		Outstanding	Acceptance		Principal	Principal
Description	CUSIP / ISIN	Principal	Priority	Tender Offer	Amount	Amount	Total
of Bonds	Nos.	Amount	Level	Cap	Tendered	Accepted	Consideration*
4.750% Bonds due 2023	G3925DAB6 / USG3925DAB67 37373WAB6 / US37373WAB63	U.S.$517,968,000	1	N/A	U.S.$89,726,000	U.S.$ 89,726,000	U.S.$1,054.71
5.893% Bonds due 2024	G24422AA8 / USG24422AA83 36249SAA1 / US36249SAA15	U.S.$355,452,000	2	N/A	U.S.$152,717,000	U.S.$152,717,000	U.S.$1,103.10
4.875% Bonds due 2027	G3925DAD2 / USG3925DAD24 37373WAD2 / US37373WAD20	U.S.$650,000,000	3	$200,000,000	U.S.$146,795,000	U.S.$146,795,000	U.S.$1,101.82

 

* Per U.S.$1,000 principal amount of the Bonds. The eligible holders of Bonds that were validly tendered prior to the Early Tender Date and whose Bonds were accepted for purchase also will be entitled to receive a cash payment equal to the accrued and unpaid interest on Bonds up to, but not including, the Early Settlement Date.

 

The Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase.

 

Gerdau will deliver cash with respect to such validly tendered and accepted Bonds on November 22, 2021.

 

 

On the Early Settlement Date, eligible holders of Bonds that were validly tendered prior to the Early Tender Date, and whose Bonds were accepted for purchase, will be entitled to receive the total consideration for the Bonds of each series (the “Total Consideration”) as determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified for such series on the table above over the yield based on the bid-side price of the applicable U.S. Treasury Security specified for such series on the table above, as calculated by the Dealer Managers (as defined in the Offer to Purchase) at 10:00 a.m., New York City time, on November 18, 2021 (subject to certain exceptions set forth in the Offer to Purchase) for each U.S.$1,000 principal amount of the Bonds which includes, in each case, an early tender payment (the “Early Tender Payment”) of U.S.$30.00 per U.S. $1,000 principal amount of the Bonds. In addition, such eligible holders will be entitled to receive a cash payment equal to the accrued and unpaid interest on such Bonds up to, but not including, the Early Settlement Date.

 

The Tender Offer will expire at 11:59 p.m. New York City time, on December 3, 2021, unless extended or earlier terminated. The withdrawal deadline for the Tender Offer was 5:00 p.m., New York City time, on November 18, 2021 and so has passed. Accordingly, Bonds tendered (in the past or future) in the Tender Offer may no longer be withdrawn, except if required by applicable law.

 

The Information and Tender Agent for the Tender Offer is D.F. King & Co. To contact the Information and Tender Agent, banks and brokers may call (866) 207-3636 or email [email protected].

 

The Dealer Managers for the Tender Offer are Banco BTG Pactual S.A. – Cayman Branch, BofA Securities, Inc., Morgan Stanley & Co. LLC and Santander Investment Securities Inc. Any questions or requests for assistance may be directed to Banco BTG Pactual S.A. – Cayman Branch at Collect: +1 (212) 293-4600 or by email at [email protected], BofA Securities, Inc. at Collect: +1 (646) 855-8988 or U.S. Toll-Free: +1 (888) 292-0070, Morgan Stanley & Co. LLC at Collect: +1 (212) 761-1057 or U.S. Toll-Free: +1 (800) 624-1808 or Santander Investment Securities Inc. at Collect: +1 (212) 940-1442 or U.S. Toll-Free: (855) 404-3636. In addition, Holders may contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.

 

Documents in connection with the Tender Offer are available at the offices of the Information Agent, D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, Attn: Andrew Beck.

 

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Bonds or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer is made only by and pursuant to the terms of the Offer to Purchase and the information in this notice is qualified by reference to the Offer to Purchase. None of the Dealer Managers or the Information and Tender Agent make any recommendations as to whether Holders should tender their Bonds pursuant to the Tender Offer.

 

* * *

 

This notice to the market does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country.

 

This notice to the market is released for disclosure purposes only, in accordance with applicable legislation. It does not constitute marketing material and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by any of the Offerors. This notice to the market is not for distribution in or into or to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia or in any jurisdiction where it is unlawful to release, publish or distribute this announcement, other than any exemption thereunder.

 

  

Forward-Looking Statements

 

This notice includes and references “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may relate to, among other things, the Offerors’ business strategy, goals and expectations concerning its market position, future operations, margins and profitability.

 

Although the Offerors believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

 

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.

 

The Offerors undertake no obligation to update any of their forward-looking statements.

 

 

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