General Shopping Announces Commencement of Exchange Offer
São Paulo, Brazil, June 26, 2026 (GLOBE NEWSWIRE) -- General Shopping e Outlets do Brasil S.A. (the “Company”) (B3: GSHP3) today announces that its subsidiary General Shopping Investments Limited (“GS Investments” or the “Issuer”) has commenced an exchange offer (the “Exchange Offer”) in respect of any and all of its 10%/12% Regulation S Senior Secured PIK Toggle Notes due 2026 (the “Reg S Notes”).
Pursuant to the Exchange Offer, the Issuer is offering to Eligible Holders (as defined below) of the Reg S Notes, on the terms and subject to the conditions set forth in an exchange offer memorandum dated June 26, 2026 (as it may be amended, modified or supplemented from time to time, (the “exchange offer memorandum”), the opportunity to exchange any and all of their Reg Notes for quotas (the “Quotas”) issued by Clear Fundo de Investimento Imobiliário Responsabilidade Limitada (the “Fund”), a Brazilian real estate investment fund (fundo de investimento imobiliário).
The Exchange Offer may be amended, extended, terminated or withdrawn at any time prior to the Expiration Time (as defined below) and for any reason, including if any of the conditions specified in the exchange offer memorandum is not satisfied or waived by the Expiration Time. The obligation of the Issuer to complete the Exchange Offer is subject to certain conditions described in the exchange offer memorandum.
The Exchange Offer will only be made to, and Quotas are being offered only to, Eligible Holders who are located outside the United States and hold the Reg S Notes through The Depository Trust Company (“DTC”) and its direct and indirect participants, including Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). HOLDERS OF RULE 144A NOTES (AS DEFINED BELOW) AND HOLDERS OF REG S NOTES LOCATED IN THE UNITED STATES ARE NOT PERMITTED TO PARTICIPATE IN THE EXCHANGE OFFER.
The Issuer will only accept tenders of Reg S Notes for the Exchange Offer. The Issuer will not accept tenders with respect to 10%/12% Senior Secured PIK Toggle Notes due 2026 held on the Rule 144A Global Security bearing CUSIP No. 370837 AB2 and ISIN No. US370837AB29 (the “Rule 144A Notes” and, together with the Reg S Notes, the “Notes”). In order to participate in the Exchange Offer, each holder of the Rule 144A Notes who is located outside the United States and otherwise complies with the restrictions in the exchange offer memorandum must, prior to the Early Tender Date (as defined below) or Expiration Time, as applicable, exchange such Rule 144A Notes for Reg S Notes in accordance with the applicable procedures specified in the indenture governing the Notes.
The Exchange Offer and the Quotas have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws or the laws of any other jurisdiction.
THE EXCHANGE OFFER MEMORANDUM CONTAINS CERTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE EXCHANGE OFFER, IN PARTICULAR, SEE “RISK FACTORS” IN THE EXCHANGE OFFER MEMORANDUM. THIS ANNOUNCEMENT MUST BE READ IN CONJUNCTION WITH THE EXCHANGE OFFER MEMORANDUM.
Subject to the terms and conditions set forth in the exchange offer memorandum, if Eligible Holders of Reg S Notes validly tender their Reg S Notes:
(i) on or prior to the 5:00 p.m. (New York City time), on July 2, 2026, unless extended by the Issuer (such date and time, as so extended, the “Early Tender Date”), and such Reg S Notes are accepted for exchange by the Issuer, such Eligible Holders will receive, 5,523 Quotas per US$1,000 in outstanding principal amount of Reg S Notes validly tendered and accepted for exchange, which consideration was based upon a price of US$1,100 per US$1,000 in outstanding principal amount of Reg S Notes converted at the exchange rate of R$5.0211 to US$1.00, which is the U.S. dollar selling rate as reported by the Central Bank of Brazil (Banco Central do Brasil) (the “Central Bank”) on May 26, 2026 (the “Reference Exchange Rate” and the “Early Exchange Consideration,” respectively); and
(ii) after the Early Tender Date and on or prior to 5:00 p.m. (New York City time), on July 9, 2026, unless extended or earlier terminated by the Issuer (as so extended, the “Expiration Time”), and such Reg S Notes are accepted for exchange by the Issuer, such Eligible Holders will receive 5,021 Quotas per US$1,000 in outstanding principal amount of Reg S Notes validly tendered and accepted for exchange, which consideration was based upon a price of US$1,000 per US$1,000 in outstanding principal amount of Reg S Notes converted at the Reference Exchange Rate (the “Late Exchange Consideration” and, together with the Early Exchange Consideration, the “Exchange Consideration”).
The Issuer will not pay accrued and unpaid interest on the Reg S Notes accepted in the Exchange Offer.
The exchange of Reg S Notes for Quotas in the Exchange Offer is conditioned upon the General Conditions (as defined in the exchange offer memorandum), which the Issuer may waive in their sole and absolute discretion.
Any tendering Eligible Holder must tender its entire holding of Reg S Notes for exchange. The Issuer reserves its right not to accept any partial tender of Reg S Notes by any Eligible Holders.
Instructions in connection with the Exchange Offer are irrevocable. Eligible Holders may not withdraw instructions at any time once delivered in accordance with the terms in the exchange offer memorandum.
Tendering holders of Reg S Notes must tender Reg S Notes in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof (which are the minimum denominations of the Reg S Notes). Accordingly, the number of Quotas delivered to each participating holder for all of its Reg S Notes validly tendered will be rounded down, if necessary, to the nearest whole Quota, and no additional cash will be paid in lieu of any fractions of Quotas not received as a result of such rounding down.
The Early Exchange Consideration will be delivered in exchange for Reg S Notes that are validly tendered on or prior to the Early Tender Date and accepted for exchange on the date referred to herein as the “Early Settlement Date.” The Late Exchange Consideration will be delivered in exchange for Reg S Notes that are validly tendered on or prior to the Expiration Time and accepted for exchange on the date referred to herein as the “Final Settlement Date” (and, together with the Early Settlement Date, each a “Settlement Date”).
The Early Settlement Date is expected to be on the first business day after the Early Tender Date. It is anticipated that the Early Settlement Date will be on or around July 3, 2026. The Final Settlement Date is expected to be on the first business day after the Expiration Time. It is anticipated that the Final Settlement Date will be on or around July 10, 2026.
Delivery of the Quotas is expected to be made in Brazil initially in book-entry form and, upon exchange into such Eligible Holder’s brokerage account in accordance with the applicable procedures of the B3, through the facilities of B3 on the applicable Settlement Date. In order to receive Quotas in exchange of Reg S Notes tendered in the Exchange Offer, Eligible Holders must comply with the registration requirements of Joint Resolution No. 13, dated December 3, 2024, as amended (“Joint Resolution No. 13”), of the Central Bank and the Brazilian Securities Commission (Comissão de Valores Mobiliários) (the “CVM”), and CVM Resolution No. 13, dated November 18, 2020, as amended (“CVM Resolution No. 13”). For a description of how to comply with these requirements, see “Market Information—Investments in Quotas by Non-Residents of Brazil” in the exchange offer memorandum. The Quotas issued by the Fund have been registered for trading in the secondary market through FUNDOS21, an over-the-counter market administered and operated by B3, and trade in Brazilian reais. The Exchange Consideration offered in the Exchange Offer bears no direct relationship to the trading price of the Quotas on FUNDOS21.
Holders will be eligible to participate in the Exchange Offer only if they are (i) non-U.S. persons located outside the United States acquiring Quotas in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”), (ii) persons that are not “Disqualified Non-U.S. Holders” (as defined below) and (iii) persons whose receipt and review of the exchange offer memorandum and participation in the Exchange Offer is otherwise permitted under the laws and regulations of any jurisdiction applicable to them. Holders of Reg S Notes who meet the foregoing criteria are reffered to as “Eligible Holders.” Only Eligible Holders are authorized to receive or review the exchange offer memorandum or to participate in the Exchange Offer.
A “Disqualified Non-U.S. Holder” is a person that is either (a) located or resident in a member state of the European Economic Area (a “Relevant Member State”) who is not an Eligible EEA Investor (as defined below), or (b) located or resident in the United Kingdom who is not a qualified investor (as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024) (the “POATRs”) that is also (i) an investment professional falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) a high net worth entity or other person falling within Article 49(2)(a) to (d) of the Order, or (iii) a person to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) in connection with the issue or sale of any Exchange Consideration may otherwise lawfully be communicated or caused to be communicated.
An “Eligible EEA Investor” is an investor who is (a) a “qualified investor” as defined in Article 2(e) of the Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”); and (b) in the case of any Exchange Consideration acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the Exchange Consideration acquired by it in the offer has not been acquired on a non‑discretionary basis on behalf of, nor with a view to its offer or resale to, persons in any Relevant Member State in circumstances which may give rise to an offer of Exchange Consideration to the public in any Relevant Member State, other than an offer or resale in a Relevant Member State (i) to qualified investors (as defined in the Prospectus Regulation) or (ii) in circumstances in which no obligation arises under the Prospectus Regulation for any person to publish or supplement a prospectus in relation to such offer or resale; and (c) not acquiring such Exchange Consideration for the account of a non-qualified investor.
D.F. King & Co., Inc. is acting as Information and Exchange Agent for the Exchange Offer.
Holders of Reg S Notes can contact the Information and Exchange Agent, D.F. King & Co., Inc., at 28 Liberty Street, 53rd Floor, New York, NY 10005, telephone number: +1 (800) 515-4479 (toll-free), +1 (646) 759-4548 (collect) or e-mail generalshopping@dfking.com. Requests for documentation should be directed to the Information and Exchange Agent.
The Exchange Offer is being made solely pursuant to the exchange offer memorandum, and only to such persons and in such jurisdictions as are permitted under applicable law.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR THE SOLICITATION OF AN OFFER TO SELL OR EXCHANGE ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER IS PROHIBITED, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR EXCHANGED IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. NONE OF THE COMPANY, THE ISSUER OR THE FUND INTENDS TO REGISTER ANY SECURITIES TO BE DELIVERED IN THE EXCHANGE OFFER IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SUCH SECURITIES IN ANY JURISDICTION. THE EXCHANGE OFFER IS MADE SOLELY PURSUANT TO THE EXCHANGE OFFER MEMORANDUM.
NEITHER THE EXCHANGE OFFER MEMORANDUM NOR ANY OF THE OTHER DOCUMENTS RELATING TO THE EXCHANGE OFFER HAVE BEEN FILED WITH OR REVIEWED BY THE FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE EXCHANGE OFFER MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.
NONE OF THE INFORMATION AND EXCHANGE AGENT, THE ISSUER, THE COMPANY, THE FUND OR THEIR RESPECTIVE AFFILIATES MAKES ANY RECOMMENDATION IN CONNECTION WITH THE EXCHANGE OFFER AS TO WHETHER OR NOT ANY ELIGIBLE HOLDER OF REG S NOTES SHOULD TENDER OR REFRAIN FROM TENDERING THEIR REG S NOTES, AND NO PERSON HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION. ACCORDINGLY, YOU MUST MAKE YOUR OWN DETERMINATION AS TO WHETHER TO TENDER YOUR REG S NOTES AND, IF SO, THE AGGREGATE PRINCIPAL AMOUNT OF REG S NOTES TO TENDER. YOU SHOULD READ THE EXCHANGE OFFER MEMORANDUM AND CONSULT WITH YOUR FINANCIAL, LEGAL AND TAX ADVISORS TO MAKE THAT DECISION.
This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. No person assumes any obligation to update or correct the information contained in this announcement.
This communication is only being distributed to and is only directed at persons in member states of the European Economic Area (the “EEA”) who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The Quotas are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with qualified investors. This communication and its contents should not be acted upon or relied upon in any member state of the EEA by persons who are not qualified investors. This communication does not constitute a “prospectus” for the purposes of the Prospectus Regulation.
In the United Kingdom, this communication is only being distributed to, and are only directed at, “qualified investors” within the meaning of paragraph 15 of Schedule 1 of the POATRs that are (i) investment professionals falling within Article 19(5) of the Order, (ii) high net worth entities or other persons falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA), in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This communication should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. This communication is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. The Quotas are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this communication or any of its contents. This communication does not constitute a “prospectus” for the purposes of the POATRs and the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook.
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