Material Fact – Issue of Senior Notes in the International Market


MATERIAL FACT

JSL S.A. (“JSL” or “Company”), a publicly-held company, pursuant to Instruction 358 of the Brazilian Securities and Exchange Commission of January 3, 2002, as amended, and article 157, paragraph 4 of Law 6,404, of December 15, 1976, as amended, complementing the Material Fact disclosed on January 5, 2018, hereby informs its shareholders and the market in general that it has reopened, in the present date, the offering of senior notes (“Senior Notes”) made on July 26, 2017 issued by JSL’s subsidiary JSL Europe (“Issuer” and “Issuance”, respectively), a company incorporated under the laws of the Grand Duchy of Luxembourg. The Senior Notes will be unconditionally and irrevocably guaranteed by JSL.

The Issuer will issue new Senior Notes in the international market, in amount to be defined according to market demand, with maturity date on July 26, 2024. Interest on the Senior Notes will be paid semi-annually and the first payment will be due on January 26, 2018. The proceeds from the offering of the Senior Notes will be used for payment of certain debts of the Company and/or its subsidiaries.

The Senior Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“Securities Act”), and may not be offered or sold absent registration or an applicable exemption from registration requirements under the Securities Act. The Senior Notes will only be offered in the United States only to qualified institutional investors under Rule 144A of the Securities Act, and to other qualified investors outside the United States in accordance with Regulation S of the Securities Act, exclusively in the international market, according to the applicable regulations. The Senior Notes have not been offered in Brazil and have not been and will not be registered with the Brazilian Securities and Exchange Commission.

This Material Fact does not constitute an offer to sell the Senior Notes nor is it a solicitation of an offer to purchase the Senior Notes; the Senior Notes must not be sold in any State or jurisdiction in which this offering is prohibited, according to the law or regulation of this State or jurisdiction.

São Paulo, January 8, 2018.

Denys Marc Ferrez
Investor Relations Officer