Gerdau S.A. Announces Results Of Early Tender Period Of The Cash Tender Offer For Certain Of The Outstanding 7.000% Bonds Due 2020, 5.750% Bonds Due 2021 And 5.893% Bonds Due 2024

PORTO ALEGRE, Brazil, Oct. 19, 2017 /PRNewswire/ -- Gerdau S.A. (Bovespa: GGBR, NYSE: GGB, Latibex: XGGB) ("Gerdau" or the "Company"), Citigroup Global Markets Inc. and Santander Investment Securities Inc. (collectively, the "Offerors" or "Dealer Managers") hereby announce the results of the early tender period under the previously announced offer by the Offerors on behalf of Gerdau to purchase for cash (the "Tender Offer") up to a maximum amount of U.S.$640,000,000 (including the Early Tender Payment, if applicable) of certain of the outstanding 7.000% Bonds due 2020 (the "2020 Bonds") issued by Gerdau Holdings Inc. (the "2020 Bonds Issuer"), 5.750% Bonds due 2021 (the "2021 Bonds") issued by Gerdau Trade Inc. (the "2021 Bonds Issuer") and 5.893% Bonds due 2024 (the "2024 Bonds, and together with the 2020 Bonds and the 2021 Bonds, the "Bonds" and each, a "series" of Bonds) issued jointly by Gerdau Holdings Inc. and GTL Trade Finance Inc. (the "2024 Bonds Issuers", and together with the 2020 Bonds Issuer and the 2021 Bonds Issuer, the "Issuers"). The Tender Offer is being made pursuant to the offer to purchase dated October 4, 2017 (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 Tender Offer was oversubscribed as of 5:00 P.M., New York City time, on the Early Tender Date.  Accordingly, the Offerors will not accept for purchase any additional Bonds tendered after the Early Tender Date.  As the Tender Offer was oversubscribed, Bonds tendered at or prior to the Early Tender Date were accepted in accordance with the Acceptance Priority Level (as defined in the Offer to Purchase) and proration (in respect of the 2020 Bonds), in the amounts set forth in the table below. No 2024 Bonds were accepted for 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The principal amount of each series of Bonds that were validly tendered and not validly withdrawn in the Tender Offer as of the Early Tender Date and the principal amount of each series of Bonds that have been accepted for purchase by the Offerors are set forth in the table below.

The Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase.  In particular, the Financing Condition (as defined in the Offer to Purchase) has been met and the New Offering is expected to close on the business day after the early settlement date for the Tender Offer.

Gerdau expects that delivery of cash with respect to such validly tendered and accepted Bonds will occur on the Early Settlement Date, which is expected to be October 23, 2017.

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 total consideration of (i) U.S.$1,090.00 for each U.S.$1,000 principal amount of the 2021 Bonds tendered and (ii) U.S.$1,096.25 for each U.S.$1,000 principal amount of the 2020 Bonds tendered, which includes, in each case, 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 November 1, 2017, unless extended or earlier terminated. The withdrawal deadline for the Tender Offer was 5:00 p.m., New York City time, on October 18, 2017 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 Issuers have consented to the Offerors making the Tender Offer. It is intended that the Bonds validly tendered at or prior to the Early Tender Date and purchased by the Offerors in the Tender Offer will be exchanged by the Offerors with Gerdau Trade Inc. for a decrease in the proceeds received from the New Offering.

The Information and Tender Agent for the Tender Offer is Global Bondholder Services Corporation. To contact the Information and Tender Agent, banks and brokers may call (212) 430-3774, and others may call U.S. toll-free: (866) 470-4200.

The Dealer Managers for the Tender Offer are Citigroup Global Markets Inc. and Santander Investment Securities Inc. Any questions or requests for assistance may be directed to Citigroup Global Markets Inc. at Collect: (212) 723-6106 or U.S. Toll-Free: (800) 558-3745 or Santander Investment Securities Inc. at Collect: (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.

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 Offerors, the Issuers or the Information and Tender Agent make any recommendations as to whether Holders should tender their Bonds pursuant to the Tender Offer.

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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. The New Offering was not and will not be registered under the U.S. Securities Act of 1933 ("Securities Act"), as amended. Consequently, the bonds issued in the New Offering are prohibited from being offered or sold in the United States or to U.S. citizens without the applicable registration or exemption from registration required under the Securities Act or applicable laws of other jurisdictions.

This notice to the market is released for disclosure purposes only, in accordance with applicable legislation. It not 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 Issuers. 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 Issuers' business strategy, goals and expectations concerning its market position, future operations, margins and profitability.

Although the Issuers 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 Issuers undertake no obligation to update any of their forward-looking statements.

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SOURCE Gerdau S.A.