Companhia Siderúrgica Nacional (CSN) subsidiary CSN Inova Ventures has confirmed the specific consideration for its exchange offer of outstanding US$1.3 billion of 6.750% Senior Notes due 2028. Eligible holders can swap existing debt for US$746.15 in principal amount of new 11.000% Senior Notes due 2030 and US$253.85 in cash per US$1,000 tendered. This structure allows the Cayman Islands-incorporated entity to extend its maturity profile to 2030 while providing immediate liquidity to investors, albeit at a significantly higher interest cost. The move is part of a broader capital structure optimization strategy amid current market conditions.

The offer includes a concurrent consent solicitation for amendments to the indenture governing the 2028 Notes. Holders must tender their notes to deliver the required consents. The transaction is available solely to eligible holders in the United States who qualify as "qualified institutional buyers" under Rule 144A of the Securities Act of 1933, and to non-U.S. persons outside the United States under Regulation S. CSN guarantees the 2028 Notes fully, unconditionally, and irrevocably.

Exchange Offer Terms

The following table outlines the material pricing terms for the exchange offer:

For each US$1,000 principal amount of 2028 Notes validly tendered and accepted, eligible holders will receive the specified new notes and cash. Holders may redeem the new notes at any time at 100% of the principal amount plus accrued interest. The new notes carry an initial interest rate of 11.000% per annum, which may decrease by 50 basis points to 10.500% if the aggregate principal amount is reduced by at least US$200 million before February 12, 2028.

Conditions and Timeline

The exchange offer is conditioned on a minimum participation of US$910 million, representing 70% of the outstanding 2028 Notes. If this threshold is not met, the offer may be terminated, and tendered notes will be returned without cost. The expiration time is set for 5:00 p.m., New York City time, on August 10, 2026, with a withdrawal deadline coinciding with this date. Settlement is expected on August 12, 2026, assuming no extensions. D.F. King & Co., Inc. serves as the information and exchange agent, while a consortium including Banco Bradesco BBI S.A., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC, UBS Investment Bank, and XP Investimentos acts as dealer managers.

What the Numbers Show

The exchange replaces a lower-coupon instrument with one carrying a substantially higher interest rate of 11.000%, reflecting potentially tighter credit conditions or a strategic decision to extend maturity despite higher financing costs. The cash component of US$253.85 per US$1,000 provides immediate liquidity to holders, while the step-down feature to 10.500% offers a modest incentive for broader participation if the US$200 million reduction target is met. This structure suggests CSN prioritizes extending its debt maturity profile over minimizing near-term interest expenses.