Latest news with #GuaranteedDeliveryProcedures
Toronto Star
21-07-2025
- Business
- Toronto Star
Rogers Announces Results and Upsize of its Cash Tender Offers for Eight Series of U.S. Dollar Debt Securities
TORONTO, July 21, 2025 (GLOBE NEWSWIRE) — Rogers Communications Inc. ('Rogers' or the 'Company') (TSX: RCI.A and RCI.B; NYSE: RCI) announced (i) the release of the results of its previously announced eight separate offers (the 'Offers') to purchase for cash any and all of the outstanding notes of each series listed in the table below (collectively, the 'Notes'), and (ii) that Rogers is increasing the aggregate Total Consideration payable for all Notes it will accept for purchase in the Offers, excluding accrued but unpaid interest, from the previously announced amount of US$1,250,000,000 to US$1,400,000,000 (the 'Consideration Cap Amount'). The increased Consideration Cap Amount is sufficient to enable Rogers to accept for purchase all (1) 4.350% Senior Notes due 2049, (2) 3.700% Senior Notes due 2049, (3) 4.300% Senior Notes due 2048, (4) 4.500% Senior Notes due 2043 and (5) 5.000% Senior Notes due 2044, in each case, that were validly tendered prior to or at the Expiration Date and not validly withdrawn (as well as all of the Notes of such series that were tendered pursuant to the Guaranteed Delivery Procedures). The Offers were made upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 11, 2025 relating to the Notes (the 'Offer to Purchase') and the notice of guaranteed delivery attached as Appendix A thereto (the 'Notice of Guaranteed Delivery' and, together with the Offer to Purchase, the 'Tender Offer Documents'). Capitalized terms used but not defined in this news release have the meanings given to them in the Offer to Purchase.
Hamilton Spectator
21-07-2025
- Business
- Hamilton Spectator
Rogers Announces Results and Upsize of its Cash Tender Offers for Eight Series of U.S. Dollar Debt Securities
TORONTO, July 21, 2025 (GLOBE NEWSWIRE) — Rogers Communications Inc. ('Rogers' or the 'Company') (TSX: RCI.A and RCI.B; NYSE: RCI) announced (i) the release of the results of its previously announced eight separate offers (the 'Offers') to purchase for cash any and all of the outstanding notes of each series listed in the table below (collectively, the 'Notes'), and (ii) that Rogers is increasing the aggregate Total Consideration payable for all Notes it will accept for purchase in the Offers, excluding accrued but unpaid interest, from the previously announced amount of US$1,250,000,000 to US$1,400,000,000 (the 'Consideration Cap Amount'). The increased Consideration Cap Amount is sufficient to enable Rogers to accept for purchase all (1) 4.350% Senior Notes due 2049, (2) 3.700% Senior Notes due 2049, (3) 4.300% Senior Notes due 2048, (4) 4.500% Senior Notes due 2043 and (5) 5.000% Senior Notes due 2044, in each case, that were validly tendered prior to or at the Expiration Date and not validly withdrawn (as well as all of the Notes of such series that were tendered pursuant to the Guaranteed Delivery Procedures). The Offers were made upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 11, 2025 relating to the Notes (the 'Offer to Purchase') and the notice of guaranteed delivery attached as Appendix A thereto (the 'Notice of Guaranteed Delivery' and, together with the Offer to Purchase, the 'Tender Offer Documents'). Capitalized terms used but not defined in this news release have the meanings given to them in the Offer to Purchase. The Offers expired at 5:00 p.m. (Eastern time) on July 18, 2025 (the 'Expiration Date'). The Guaranteed Delivery Date is 5:00 p.m. (Eastern time) on July 22, 2025. The Settlement Date will be July 23, 2025. According to information provided by D.F. King & Co., Inc., the Information and Tender Agent in connection with the Offers, US$2,765,201,000 combined aggregate principal amount of Notes were validly tendered prior to or at the Expiration Date and not validly withdrawn. In addition, US$24,666,000 combined aggregate principal amount of Notes were tendered pursuant to the Guaranteed Delivery Procedures and remain subject to the Holders' performance of the delivery requirements under such procedures. The table below provides certain information about the Offers, including the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn at or prior to the Expiration Date and the aggregate principal amount of Notes reflected in Notices of Guaranteed Delivery delivered at or prior to the Expiration Date pursuant to the Tender Offer Documents. Overall, US$1,707,133,000 aggregate principal amount of Notes have been accepted for purchase, excluding the Notes delivered pursuant to the Guaranteed Delivery Procedures. The Company's obligation to complete an Offer with respect to a particular series of Notes validly tendered is conditioned on the satisfaction of conditions described in the Offer to Purchase, including that the aggregate Total Consideration payable for all Notes purchased in the Offers not exceed the Consideration Cap Amount (after giving effect to the increase described above), and on the Consideration Cap Amount (after giving effect to the increase described above) being sufficient to pay the Total Consideration for all validly tendered and not validly withdrawn Notes of such series (after accounting for all validly tendered Notes that have a higher Acceptance Priority Level) (the 'Consideration Cap Condition'). The purchase of all the Notes validly tendered and not validly withdrawn in the Offers (including those anticipated to be tendered pursuant to the Guaranteed Delivery Procedures) would cause the Consideration Cap Condition to not be satisfied with respect to all Offers for the Notes. Accordingly, in accordance with the Consideration Cap Condition, (i) Rogers has accepted for purchase all of the Notes with an Acceptance Priority Level in the table above of 1 through 5 (inclusive), in each case, that have been validly tendered and not validly withdrawn at or prior to the Expiration Date (and will accept all Notes of such series that are properly tendered pursuant to the Guaranteed Delivery Procedures), and (ii) Rogers has not accepted for purchase any of the Notes with an Acceptance Priority Level in the table above of 6 through 8 (inclusive). Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders whose Notes have been accepted by the Company for purchase in the Offers will receive the applicable Total Consideration specified in the table above for each US$1,000 principal amount of such Notes in cash on the Settlement Date. In addition to the applicable Total Consideration, Holders whose Notes have been accepted by the Company for purchase pursuant to an Offer will receive a cash payment equal to the accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Settlement Date (the 'Accrued Coupon Payment'). Interest will cease to accrue on the Settlement Date for all Notes accepted for purchase in the Offers. Under no circumstances will any interest be payable because of any delay in the transmission of funds to Holders by The Depository Trust Company ('DTC') or its participants. The Company has retained BofA Securities, Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC to act as joint lead dealer managers (the 'Dealer Managers') for the Offers. Questions regarding the terms and conditions for the Offers should be directed to BofA Securities, Inc at +1 (888) 292-0070 (toll-free) or +1 (980) 387-3907 (collect), Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 (collect), Mizuho Securities USA LLC at +1 (866) 271-7403 (toll-free) or +1 (212) 205-7741 (collect) or Wells Fargo Securities, LLC at +1 (866) 309-6316 (toll-free) or +1 (704) 410-4235 (collect). D.F. King & Co., Inc. is acting as the Information and Tender Agent for the Offers. Questions or requests for assistance related to the Offers or for additional copies of the Offer to Purchase may be directed to D.F. King & Co., Inc. in New York by telephone at +1 (212) 269-5550 (for banks and brokers only) or +1 (877) 478-5047 (for all others toll-free), or by email at rci@ . You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. The Tender Offer Documents can be accessed at the following link: . If the Company terminates any Offer with respect to one or more series of Notes, it will give prompt notice to the Information and Tender Agent, and all Notes tendered pursuant to such terminated Offer will be returned promptly to the tendering Holders thereof. With effect from such termination, any Notes blocked in DTC will be released. Offer and Distribution Restrictions This news release is for informational purposes only. This news release is not an offer to purchase or a solicitation of an offer to sell any Notes or any other securities of the Company or any of its subsidiaries. The Offers are being made solely pursuant to the Offer to Purchase. The Offers are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, 'blue sky' or other laws of such jurisdiction. In any jurisdiction in which the securities or 'blue sky' laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to have been made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. No action has been or will be taken in any jurisdiction that would permit the possession, circulation or distribution of either this news release, the Offer to Purchase or any material relating to the Company or the Notes in any jurisdiction where action for that purpose is required. Accordingly, neither this news release, the Offer to Purchase nor any other offering material or advertisements in connection with the Offers may be distributed or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction. Caution Concerning Forward-looking Statements This news release includes 'forward-looking information' within the meaning of applicable Canadian securities laws, and 'forward-looking statements', within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as 'forward-looking information' or 'forward-looking statements'), about, among other things, the terms and timing for completion of the Offers, including the acceptance for purchase of Notes validly tendered, the Consideration Cap Amount and the expected Settlement Date. This forward-looking information is based on a number of expectations and assumptions as of the date of this news release. Actual events and results may differ materially from what is expressed or implied by forward‐looking information if the underlying expectations and assumptions prove incorrect or our objectives, strategies or intentions change or as a result of risks, uncertainties and other factors, many of which are beyond our control, including, but not limited to, the risks described under the headings 'About Forward Looking Information' and 'Risks and Uncertainties Affecting our Business' in our management's discussion and analysis for the year ended December 31, 2024. The Company is under no obligation to update or alter any statements containing forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. Forward-looking information is provided herein for the purpose of giving information about the proposed Offers. Readers are cautioned that such information may not be appropriate for other purposes. The Company's obligation to complete an Offer with respect to a particular series of Notes validly tendered is conditioned on the satisfaction of conditions described in the Offer to Purchase, including the Consideration Cap Condition. Accordingly, there can be no assurance that repurchases of the Notes under the Offers will occur at all or at the expected time indicated in this news release. About Rogers Communications Inc. Rogers is Canada's leading communications and entertainment company and its shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI). For more information, please visit or . For more information: Investor Relations 1-844-801-4792
Cision Canada
30-06-2025
- Business
- Cision Canada
TELUS ANNOUNCES RESULTS OF ITS CASH TENDER OFFERS FOR TWO SERIES OF DEBT SECURITIES Français
VANCOUVER, BC, June 30, 2025 /CNW/ - TELUS Corporation (the "Company") announced today the results of its previously announced two separate offers (the "Offers") to purchase for cash the outstanding notes of the series listed in the table below (collectively, the "Notes"). The Offers were made upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 20, 2025 relating to the Notes (the "Offer to Purchase") and the notice of guaranteed delivery attached as Appendix A thereto (together with the Offer to Purchase, the "Tender Offer Documents"). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase. The Offers expired at 5:00 p.m. (Eastern time) on June 27, 2025 (the "Expiration Date"). The Guaranteed Delivery Date is 5:00 p.m. (Eastern time) on July 1, 2025. The Settlement Date will be July 3, 2025. According to information provided by Global Bondholder Services Corporation, the Information and Tender Agent in connection with the Offers, US$318,255,000 combined aggregate principal amount of Notes were validly tendered prior to or at the Expiration Date and not validly withdrawn. In addition, US$789,000 combined aggregate principal amount of Notes were tendered pursuant to the Guaranteed Delivery Procedures and remain subject to the Holders' performance of the delivery requirements under such procedures. The table below provides certain information about the Offers, including the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn at or prior to the Expiration Date and the aggregate principal amount of Notes reflected in Notices of Guaranteed Delivery delivered at or prior to the Expiration Date pursuant to the Tender Offer Documents. Overall, US$318,255,000 aggregate principal amount of Notes have been accepted for purchase, excluding the Notes delivered pursuant to the Guaranteed Delivery Procedures. A condition of the Offers is that the aggregate principal amount purchased in the Offers shall not exceed US$750,000,000 (the "Maximum Purchase Amount") and that the Maximum Purchase Amount is sufficient to include the aggregate principal amount of all validly tendered and not validly withdrawn Notes of a series (after accounting for all validly tendered Notes that have a higher Acceptance Priority Level) (the "Maximum Purchase Condition"). The Maximum Purchase Condition has been satisfied with respect to the Offers for both series of Notes. Accordingly, all Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date have been accepted for purchase. The financing condition described in the Tender Offer Documents has been satisfied as a result of the closing of the Company's previously announced offering of junior subordinated notes in an aggregate principal amount of US$1.5 billion. Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders whose Notes have been accepted for purchase in the Offers will receive the applicable Total Consideration specified in the table above for each US$1,000 principal amount of such Notes, which will be payable in cash on the Settlement Date. In addition to the applicable Total Consideration, Holders whose Notes have been accepted for purchase will be paid the Accrued Coupon Payment. Interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers, including those tendered pursuant to the Guaranteed Delivery Procedures. Under no circumstances will any interest be payable because of any delay in the transmission of funds to Holders by the Depository Trust Company ("DTC") or its participants. The Company has retained J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC to act as lead dealer managers and BMO Capital Markets Corp., CIBC World Markets Corp., Scotia Capital (USA) Inc., TD Securities (USA) LLC, Desjardins Securities Inc., National Bank of Canada Financial Inc. and SMBC Nikko Securities America, Inc. to act as co-dealer managers (collectively, the "Dealer Managers") for the Offers. Questions regarding the terms and conditions for the Offers should be directed to J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll-free) or +1 (212) 834-3046 (collect), RBC Capital Markets, LLC at +1 (877) 381-2099 (toll-free) or +1 (212) 618-7843 (collect) or Wells Fargo Securities, LLC at +1 (866) 309-6316 (toll-free) or +1 (704) 410-4235 (collect). Global Bondholder Services Corporation is acting as the Information and Tender Agent for the Offers. Questions or requests for assistance related to the Offers or for additional copies of the Offer to Purchase may be directed to Global Bondholder Services Corporation in New York by telephone at +1 (212) 430-3774 (for banks and brokers only) or +1 (855) 654-2015 (for all others toll-free), or by email at [email protected]. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. The Tender Offer Documents can be accessed at the following link: If the Company terminates any Offer with respect to one or more series of Notes, it will give prompt notice to the Information and Tender Agent, and all Notes tendered pursuant to such terminated Offer will be returned promptly to the tendering Holders thereof. Upon such termination, any Notes blocked in DTC will be released. This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to sell any Notes or any other securities, and is not an offer to sell or the solicitation of an offer to buy any securities, of the Company or any of its subsidiaries. The Offers were made solely pursuant to the Offer to Purchase. The Offers were not made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, "blue sky" or other laws of such jurisdiction. In any jurisdiction in which the securities or "blue sky" laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to have been made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. No action has been or will be taken in any jurisdiction that would permit the possession, circulation or distribution of either this announcement, the Offer to Purchase or any material relating to us or the Notes in any jurisdiction where action for that purpose is required. Accordingly, neither this announcement, the Offer to Purchase nor any other offering material or advertisements in connection with the Offers may be distributed or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction. Forward-looking Statements This news release contains statements about future events, including statements regarding the terms and timing for completion of the Offers, including the expected Settlement Date thereof and the satisfaction or waiver of certain conditions of the Offers. By their nature, forward-looking statements require us to make assumptions and predictions and are subject to inherent risks and uncertainties. There is significant risk that the forward-looking statements will not prove to be accurate. Forward-looking statements are provided herein for the purpose of giving information about the Offers referred to above. Readers are cautioned that such information may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on forward-looking statements as a number of factors could cause actual future performance and events to differ materially from those described in the forward-looking statements. Accordingly, this news release is subject to the disclaimer and the qualifications and risk factors as set out in our 2024 annual management's discussion and analysis and in our first quarter 2025 management's discussion and analysis and other TELUS public disclosure documents and filings with securities commissions in Canada (on SEDAR+ at and in the United States (on EDGAR at The forward-looking statements contained in this news release describe our expectations at the date of this news release and, accordingly, are subject to change after such date. Except as required by law or the Tender Offer Documents, TELUS disclaims any intention or obligation to update or revise forward-looking statements. About TELUS TELUS (TSX: T, NYSE: TU) is a world-leading communications technology company operating in more than 45 countries and generating over C$20 billion in annual revenue with more than 20 million customer connections through our advanced suite of broadband services for consumers, businesses and the public sector. We are committed to leveraging our technology to enable remarkable human outcomes. TELUS is passionate about putting our customers and communities first, leading the way globally in client service excellence and social capitalism. Our TELUS Health business is enhancing more than 150 million lives across 200 countries and territories through innovative preventive medicine and well-being technologies. Our TELUS Agriculture & Consumer Goods business utilizes digital technologies and data insights to optimize the connection between producers and consumers. Guided by our enduring 'give where we live' philosophy, TELUS, our team members and retirees have contributed C$1.8 billion in cash, in-kind contributions, time and programs including 2.4 million days of service since 2000, earning us the distinction of the world's most giving company. For more information, visit or follow @TELUSNews on X and @Darren_Entwistle on Instagram. Investor Relations Bill Zhang [email protected] Media Relations Steve Beisswanger [email protected]
Yahoo
10-06-2025
- Business
- Yahoo
Announcement by Gerdau S.A. of Results of Cash Tender Offer for Any and All Outstanding 4.875% Notes due 2027 issued by Gerdau Trade Inc.
SíO PAULO, June 9, 2025 /PRNewswire/ -- Gerdau S.A. ("Gerdau") (NYSE: GGB) announces the expiration of its previously announced offer to purchase for cash any and all of the outstanding 4.875% notes due 2027 (the "Notes") issued by Gerdau Trade Inc. ("Gerdau Trade"), fully, unconditionally and irrevocably guaranteed by Gerdau (by itself and as successor in interest of Gerdau Aços Especiais S.A.), Gerdau Açominas S.A. and Gerdau Aços Longos S.A. (together, the "Guarantors") (the "Offer"). The Offer was made upon the terms and subject to the conditions set forth in the offer to purchase dated June 3, 2025 (the "Offer to Purchase") relating to the Notes and the accompanying notice of guaranteed delivery. Information regarding the Notes and the results of the Offer is summarized in the following table: Title of Security CUSIP / ISIN Principal Amount Outstanding Principal Amount Tendered(1) Principal Amount Outstanding Following the Settlement Date(1) Consideration(2) 4.875% Notes due 2027 G3925DAD2 / USG3925DAD24 37373WAD2 / US37373WAD20 US$418,244,000 US$237,646,000 US$180,598,000 US$1,007.83__________________ (1) Does not take into account US$200,000 principal amount of Notes tendered pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase), which remain subject to the holders' performance of the delivery requirements under such Guaranteed Delivery Procedures. (2) Per US$1,000 principal amount of Notes validly tendered and accepted for purchase, based on the Fixed Spread (as defined in the Offer to Purchase) plus the yield calculated to the maturity date for the Notes, based on the bid-side price of the Reference U.S. Treasury Security (as defined in the Offer to Purchase) for the Notes as of 11:00 a.m. (New York City time) on June 9, 2025. The Consideration does not include Accrued Interest (as defined in the Offer to Purchase) on the Notes, which will be payable in cash. Information on the Offer The Offer expired at 5:00 p.m., New York City time, on June 9, 2025 (the "Expiration Date"). All conditions described in the Offer to Purchase have been satisfied, and Gerdau has accepted for purchase all of the Notes validly tendered. Settlement Settlement of the Offer is expected to occur within three business days following the Expiration Date, which will be June 12, 2025 (the "Settlement Date"). For More Information The terms and conditions of the Offer are described in the Offer Documents. Copies of the Offer Documents are available at and by request to D.F. King & Co., Inc., the tender agent and information agent for the Offer (the "Tender and Information Agent"). Requests for copies of the Offer Documents should be directed to the Tender and Information Agent at +1 (800) 628-9011 (toll free) and +1 (212) 269-5550 (collect) or by e-mail to gerdau@ Gerdau Trade has engaged BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC to act as the dealer managers (the "Dealer Managers") in connection with the Offer. Any questions or requests for assistance regarding the Offer may be directed to BofA Securities, Inc. collect at +1 (646) 855-8988 or toll-free (U.S. only) at +1 (888) 292-0070, Goldman Sachs & Co. LLC collect at +1 (212) 357-1452 or toll-free (U.S. only) at +1 (800) 828-3182, J.P. Morgan Securities LLC collect at +1 (212) 834-3554 / +55 11 4950 3312 or toll-free (U.S. only) at +1 (866) 834-4666 / +1 (866) 846-2874, and Morgan Stanley & Co. LLC collect at +1 (212) 761-1057 or toll-free (U.S. only) at +1 (800) 624-1808. Disclaimer This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Offer was being made solely by means of the Offer Documents. The Offer was not made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Offer was deemed to be made on behalf of Gerdau Trade by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. The Offer Documents have not been filed with, and have not been 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 Documents or any other documents related to the Offer, and it is unlawful and may be a criminal offense to make any representation to the contrary. This press release may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, including those related to the Offer. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements. Gerdau S.A. Rafael Dorneles JapurVice-President and Investor Relations Officer View original content: SOURCE Gerdau S.A.
Yahoo
10-06-2025
- Business
- Yahoo
Announcement by Gerdau S.A. of Results of Cash Tender Offer for Any and All Outstanding 4.875% Notes due 2027 issued by Gerdau Trade Inc.
SíO PAULO, June 9, 2025 /PRNewswire/ -- Gerdau S.A. ("Gerdau") (NYSE: GGB) announces the expiration of its previously announced offer to purchase for cash any and all of the outstanding 4.875% notes due 2027 (the "Notes") issued by Gerdau Trade Inc. ("Gerdau Trade"), fully, unconditionally and irrevocably guaranteed by Gerdau (by itself and as successor in interest of Gerdau Aços Especiais S.A.), Gerdau Açominas S.A. and Gerdau Aços Longos S.A. (together, the "Guarantors") (the "Offer"). The Offer was made upon the terms and subject to the conditions set forth in the offer to purchase dated June 3, 2025 (the "Offer to Purchase") relating to the Notes and the accompanying notice of guaranteed delivery. Information regarding the Notes and the results of the Offer is summarized in the following table: Title of Security CUSIP / ISIN Principal Amount Outstanding Principal Amount Tendered(1) Principal Amount Outstanding Following the Settlement Date(1) Consideration(2) 4.875% Notes due 2027 G3925DAD2 / USG3925DAD24 37373WAD2 / US37373WAD20 US$418,244,000 US$237,646,000 US$180,598,000 US$1,007.83__________________ (1) Does not take into account US$200,000 principal amount of Notes tendered pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase), which remain subject to the holders' performance of the delivery requirements under such Guaranteed Delivery Procedures. (2) Per US$1,000 principal amount of Notes validly tendered and accepted for purchase, based on the Fixed Spread (as defined in the Offer to Purchase) plus the yield calculated to the maturity date for the Notes, based on the bid-side price of the Reference U.S. Treasury Security (as defined in the Offer to Purchase) for the Notes as of 11:00 a.m. (New York City time) on June 9, 2025. The Consideration does not include Accrued Interest (as defined in the Offer to Purchase) on the Notes, which will be payable in cash. Information on the Offer The Offer expired at 5:00 p.m., New York City time, on June 9, 2025 (the "Expiration Date"). All conditions described in the Offer to Purchase have been satisfied, and Gerdau has accepted for purchase all of the Notes validly tendered. Settlement Settlement of the Offer is expected to occur within three business days following the Expiration Date, which will be June 12, 2025 (the "Settlement Date"). For More Information The terms and conditions of the Offer are described in the Offer Documents. Copies of the Offer Documents are available at and by request to D.F. King & Co., Inc., the tender agent and information agent for the Offer (the "Tender and Information Agent"). Requests for copies of the Offer Documents should be directed to the Tender and Information Agent at +1 (800) 628-9011 (toll free) and +1 (212) 269-5550 (collect) or by e-mail to gerdau@ Gerdau Trade has engaged BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC to act as the dealer managers (the "Dealer Managers") in connection with the Offer. Any questions or requests for assistance regarding the Offer may be directed to BofA Securities, Inc. collect at +1 (646) 855-8988 or toll-free (U.S. only) at +1 (888) 292-0070, Goldman Sachs & Co. LLC collect at +1 (212) 357-1452 or toll-free (U.S. only) at +1 (800) 828-3182, J.P. Morgan Securities LLC collect at +1 (212) 834-3554 / +55 11 4950 3312 or toll-free (U.S. only) at +1 (866) 834-4666 / +1 (866) 846-2874, and Morgan Stanley & Co. LLC collect at +1 (212) 761-1057 or toll-free (U.S. only) at +1 (800) 624-1808. Disclaimer This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Offer was being made solely by means of the Offer Documents. The Offer was not made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Offer was deemed to be made on behalf of Gerdau Trade by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. The Offer Documents have not been filed with, and have not been 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 Documents or any other documents related to the Offer, and it is unlawful and may be a criminal offense to make any representation to the contrary. This press release may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, including those related to the Offer. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements. Gerdau S.A. Rafael Dorneles JapurVice-President and Investor Relations Officer View original content: SOURCE Gerdau S.A. 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