CSN Islands XI Corp.’s $1 Billion Notes Offerings and Concurrent Tender Offer

Cleary Gottlieb and Machado Meyer represented Morgan Stanley, BofA Securities, BB Securities, Bradesco BBI, BTG Pactual, Citigroup, J.P. Morgan, Santander and XP Investments as initial purchasers in the offering. Maples and Calder advised CSN Islands XI Corp and Companhia Siderúrgica Nacional

CSN Islands XI Corp. issued an offering of $1 billion 6.750 percent notes due 2028. The transaction priced on January 23, 2020 and closed on January 28, 2020.

CSN intends to use the net proceeds from the sale of the notes to fund a concurrent tender offer to purchase its 6.50 percent senior unsecured guaranteed notes due 2020 issued by CSN Resources S.A.

The tender offer launched on January 17, 2020, with settlement on January 31, 2020. The dealer managers for the tender offer were BofA Securities, J.P. Morgan and Morgan Stanley.

CSN Islands XI Corp. is a Cayman Islands subsidiary of Companhia Siderúrgica Nacional (CSN). CSN is one of the largest steel producers in Latin America, with business operations in the steel, mining, cement, logistics and energy segments.

Maples and Calder advised CSN Islands XI Corp and Companhia Siderúrgica Nacional with a team including Simon Firth and Michael Lockwood.

The Cleary corporate team included partner Juan Giráldez (Picture) and associate Luisa Franciss Galliez, based in São Paulo, and international lawyer Luiz Guimaraes in New York. Partner Bill McRae, associate David Maranjian, and law clerk Colleen O’Donnell provided tax advice out of New York.

In Brazil, Machado Meyer advisedd the initial purchasers with Bruno Janikian Racy and Luís Filipe Gentil Pedro.

Involved fees earner: Luisa Franciss Galliez – Cleary Gottlieb Steen & Hamilton; Juan Giráldez – Cleary Gottlieb Steen & Hamilton; Luiz Guimaraes – Cleary Gottlieb Steen & Hamilton; David Maranjian – Cleary Gottlieb Steen & Hamilton; William McRae – Cleary Gottlieb Steen & Hamilton; Luis Filipe Gentil Pedro – Machado Meyer Advogados; Bruno Janikian Racy – Machado Meyer Advogados; Simon Firth – Maples and Calder LLP; Michael Lockwood – Maples and Calder LLP;

Law Firms: Cleary Gottlieb Steen & Hamilton; Machado Meyer Advogados; Maples and Calder LLP;

Clients: Bank of America Securities; BB Securities Ltd; Bradesco BBI; BTG Pactual; Citigroup Inc.; CSN Islands XI Corp; J.P. Morgan Securities LLC; Morgan Stanley; Santander Securities ; XP Investimentos;

Author: Ambrogio Visconti.