Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____
MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS OF COMPANHIA SIDERÚRGICA NACIONAL HELD ON MARCH 21, 2014 DRAWN UP IN SUMMARY FORMAT.
1. Date: March 21, 2014
2. Time: 10:30 a.m.
3. Venue: Av. Brigadeiro Faria Lima, nº 3400 – 20º andar,
in the city and state of São Paulo
4. Attendance: Benjamin Steinbruch, Aloysio Meirelles de Miranda Filho, Antonio Francisco dos Santos, Fernando Perrone, Yoshiaki Nakano and Antonio Bernardo Vieira Maia – Board members, and Cláudia Maria Sarti – General Secretary to the Board of Directors. Some of the board members attended the meeting through conference call, pursuant to article 15, paragraph 2 of the Company’s Bylaws.
5. Matters Discussed: 5.1 – Issuance of Debentures. The Board of Directors unanimously approved, pursuant to Article 19, item X of the Company’s Bylaws, the Issuance and Restricted Offering (as per the definitions below) which, when approved by the Lead Manager (as per the definitions below), will have the following characteristics and conditions:(i) Issuance Number: 7th (seventh) issuance of simple, non-convertible, unsecured debentures in single series, of the Company (“Issuance” and “Debentures”, respectively); (ii) Total Issuance Amount. The Total Issuance Amount will be R$400,000,000.00 (four hundred million reais) on the Issuance Date (as defined below); (iii) Number of Series. The Issuance will be held in single series; (iv) Number of Debentures. A total of 40,000 (forty thousand) Debentures will be issued; (v) Unit Nominal Value and Restatement of the Unit Nominal Value. The Debentures will have a Unit Nominal Value of R$10,000.00 (ten thousand reais) on the Issuance date (as defined below) (“Unit Nominal Value”). The Unit Nominal Value will not be inflation-adjusted or restated based on any index; (vi) Destination of Funds. The net proceeds from the Issuance and the Restricted Offering (as defined below), carried out to meet the Company’s usual business needs, will be used (a) for the partial settlement of the 1st (first) installment of amortization of the Company’s 6th (sixth) Debenture issue, maturing on March 30, 2014; or (b) rebuilding of the Company’s cash position, if the Debentures are settled after March 30, 2014; (vii) Form. The Debentures will be registered and book-entry, without the issuance of any instruments or certificates; (viii) Convertibility. The Debentures will not be convertible into the Company’s shares; (ix) Type. The Debentures will be unsecured, with no guarantee or preference, pursuant to article 58 of Law 6,404 of December 15, 1976, as amended (“Brazilian Corporate Law”); (x) Placement. The Debentures will be offered through public distribution with restricted placement efforts, in accordance with CVM Instruction 476 of January 16, 2009, as amended (“CVM Instruction 476/09”), with firm placement guarantee for the entire Issuance volume, provided by BB – Banco de Investimento S.A. (“Lead Manager”), under the terms to be established in the Debenture distribution agreement, and targeted at qualified investors, as defined by article 109 of CVM Instruction 409 of August 18, 2004, as amended, and article 4 of CVM Instruction 476/09 (“Restricted Offering”); (xi) Registration for Distribution and Trading. The Debentures will be registered for distribution on the primary market with the SDT (Securities Distribution Module) and for trading on the secondary market, with the CETIP 21 – Securities Distribution Module, both administered and operated by CETIP S.A. - Mercados Organizados (“CETIP”), subject to the prohibition on trading for 90 (ninety) days, envisaged in article 13 of CVM Instruction 476/09; (xii) Issuance Date. For all legal purposes, the issuance date of the Debentures will be March 28, 2014 (“Issuance Date”); (xiii) Maturity Date. The Debentures will mature on March 28, 2021; (xiv) Remuneration. The Debentures will be entitled to interest corresponding to 111.20% (one hundred eleven point two zero percent) of the accumulated variation of the average daily rates of the interbank deposit rate (DI) over extra group (“DI Rate”) expressed as an annual percentage, computed on the basis of 252 (two hundred fifty-two) working days, calculated and disclosed by the CETIP in the daily bulletin available on its website (www.cetip.com.br) (“Interest on Debentures”). The Interest on Debentures will be calculated exponentially and cumulatively, pro rata temporis per past working days, on the Unit Nominal Value of the Debentures, from the initial Settlement Date or date of payment of Compensatory Interest. The Interest on Debentures will be paid in 14 (fourteen) half-yearly installments, according to the following table:
Payment Date |
Installment |
September 28, 2014 |
1st installment |
March 28, 2015 |
2nd installment |
September 28, 2015 |
3rd installment |
March 28, 2016 |
4th installment |
September 28, 2016 |
5th installment |
March 28, 2017 |
6th installment |
September 28, 2017 |
7th installment |
March 28, 2018 |
8th installment |
September 28, 2018 |
9th installment |
March 28, 2019 |
10th installment |
September 28, 2019 |
11th installment |
March 28, 2020 |
12th installment |
September 28, 2020 |
13th installment |
March 28, 2021 |
14th installment |
(xv) Amortization of Principal. The Unit Nominal Value of the Debentures will be amortized in 5 (five) annual installments, as of the 36th (thirty-sixth) month as of the Issuance Date, according to the following table:
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Amortization Date |
% of Unit Nominal Value |
March 28, 2017 |
20.00% |
March 28, 2018 |
20.00% |
March 28, 2019 |
20.00% |
March 28, 2020 |
20.00% |
March 28, 2021 |
20.00% |
(xvi) Guarantees. The Debentures will not have any guarantees; (xvii) Early Maturity. In accordance with the procedures set forth in the Debentures deed of issue, early maturity of the Debentures may be declared and the Company will be required to make immediate payment of the Unit Nominal Value plus corresponding interest, calculated on a pro rata temporis basis, from the first Settlement Date or the immediately preceding interest payment date, whichever is later, inclusive, until the date of its actual payment, plus other charges, in the hypotheses for early maturity, pursuant to the terms and conditions set forth in the Deed of Debentures; (xviii) Optional Acquisition. The Company may, at any time, acquire the outstanding Debentures, subject to the restrictions on trading and time periods envisaged in CVM Instruction 476/09 and article 55, paragraph 3, item I of the Brazilian Corporate Law; (xix) Optional Early Redemption. The Company reserves the right, anytime starting from the 37th (third-seventh) month from the Issuance Date, at its sole discretion, to carry out, partially or fully, the early redemption of the Debentures (“Optional Early Redemption”) according to the procedures set forth in the Brazilian Corporate Law and the terms established in the Deed of Debentures. The Optional Early Redemption will be carried out through payment (a) of the Unit Nominal Value or the balance Unit Nominal Value of the Debentures that are the object of the Optional Early Redemption, plus corresponding interest, calculated on a pro rata temporis basis from the first Settlement Date or the immediately preceding interest payment date, whichever is later, inclusive, until the date of the actual Optional Early Redemption; (b) of any charges due; and (c) of the premium on the sum of the amounts mentioned in sub-items "a" and "b" above, as detailed below: (1) 0.60% (zero point six percent), if the Optional Early Redemption occurs from the 37th (thirty-seventh) month to the 48th (forty-eighth) month as of the Issuance Date; (2) 0.50% (zero point five percent), if the Optional Early Redemption occurs from the 49th (forty-ninth) month to the 60th (sixtieth) month as of the Issuance Date; (3) 0.30% (zero point three percent) if the Optional Early Redemption occurs from the 61st (sixty-first) month to the 72nd (seventy-second) month as of the Issuance Date; and (4) 0.20% (zero point two percent) if the Optional Early Redemption occurs from the 73rd (seventy-third) month to the 84th (eighty-fourth) month as of the Issuance Date. If the Debentures are registered in the CETIP, the Optional Early Redemption will be carried out in accordance with CETIP’s procedures; (xx) Default Charges. The late charges on Debentures will be defined in the Deed of Debentures; (xxi) Additional Obligations of the Company. The Company will fully comply with article 17 of CVM Instruction 476/09, as applicable, as well as the obligations set forth in the Deed of Debentures; (xxii) Registration of the Issuance with the Brazilian Securities and Exchange Commission (CVM). The Issuance is automatically exempt from registration of the distribution with the CVM, pursuant to article 6 of CVM Instruction 476/09; and (xxiii) Term Extension. The terms related to the payment of any obligation related to the Debentures will be considered as extended until the first subsequent working day if the maturity date is a national, municipal (in the city where the Company is headquartered) or bank holiday, with no additions to the amounts payable, except when payments must be made through CETIP, in which case, the term will only be extended when the
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payment date is a Saturday, a Sunday or a national holiday. 5.1.1 – Authorization to the Board of Executive Officers. The members of the Board of Executive Officers are hereby authorized to take any and all measures necessary to implement this resolution and may, pursuant to the Company’s bylaws, (i) define and approve the content of the documents related to the Issuance, subject to the conditions in item 5.1 above; (ii) take any and all measures necessary to sign the Deed of Debentures and any other documents necessary for the Issuance; (iii) take any and all measures necessary to hire the Lead Manager, the agent bank, the legal advisors, the trustee, the depositary institution and other institutions that may be necessary to carry out the Issuance, establishing their respective fees; and (iv) publish and register the corporate documents with the competent authorities and take the necessary measures at CETIP or any other bodies or agencies. There being no further business to address, the meeting was adjourned for the drawing up of these minutes, which were read, approved and signed by all attending members.
I hereby confirm that the resolutions transcribed here are faithful in content to the minutes filed at the Company’s headquarters.
COMPANHIA SIDERÚRGICA NACIONAL
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COMPANHIA SIDERÚRGICA NACIONAL | |
By: |
/S/ Benjamin Steinbruch
|
Benjamin Steinbruch
Chief Executive Officer |
| |
By: |
/S/ David Moise Salama
|
David Moise Salama
Investor Relations Executive Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.