Material Fact – Offering of senior notes abroad by JSL Europe


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, and article 157, paragraph 4 of Law 6,404, of December 15, 1976, hereby informs its shareholders and the market in general that it has as of this date priced the offering of US$325.0 million 7.750% senior notes (“Senior Notes”) due 2024. The Senior Notes will be issued by JSL’s subsidiary JSL Europe (“Issuer”), a company incorporated under the laws of the Grand Duchy of Luxembourg. The Senior Notes will be unconditionally and irrevocably guaranteed by JSL.

The Senior Notes were issued at a price to the public of 99.337% of their face value, resulting in a yield of 7.875%. Interest on the Senior Notes will be paid semi-annually. The proceeds from the offering of the Senior Notes will be used for working capital purposes, inclusive to pay consolidated short-term debts on their maturity dates.

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 have been 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. 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.

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