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CSN (NYSE: SID) offers to swap 6.750% 2028 notes for 11% 2030s

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Companhia Siderúrgica Nacional, through its wholly owned Cayman subsidiary CSN Inova Ventures, launched a private Exchange Offer and Consent Solicitation for any and all outstanding 6.750% Senior Notes due 2028, which have an outstanding principal amount of US$1,300,000,000. Eligible institutional holders are offered 11.000% Senior Notes due 2030 plus cash, with exchange consideration of US$746.15 in New Notes and US$253.85 in cash per US$1,000 of 2028 Notes tendered.

The New Notes pay 11.000% interest, subject to a 50 basis point step-down to 10.500% if their aggregate principal is reduced by at least US$200 million by February 12, 2028, and may be redeemed at par plus accrued interest at any time. The transaction requires a Minimum Participation Condition of US$910.0 million in 2028 Notes (70% of the outstanding series) tendered and not withdrawn, and is scheduled to expire at 5:00 p.m. New York City time on August 10, 2026, with settlement expected on August 12, 2026. Participation is limited to qualified institutional buyers in the United States and certain non-U.S. persons, and the New Notes are unregistered and subject to transfer restrictions.

Positive

  • None.

Negative

  • None.

Filing Explained

Consents cannot be delivered separately, and a terminated exchange would leave the 2028 Notes outstanding.

The exchange offer has commenced but has not settled; holders who tender their 2028 Notes must also deliver consents, so the consent solicitation cannot be pursued separately from the exchange.

If the offer is terminated, tendered 2028 Notes will be returned without compensation or cost and will remain outstanding, leaving the proposed debt exchange incomplete.

Outstanding 2028 Notes US$1,300,000,000 Outstanding principal amount of 6.750% Senior Notes due 2028
Existing Coupon 6.750% Interest rate on Senior Notes due 2028
New Notes Coupon 11.000% Initial interest rate on Senior Notes due 2030, subject to step-down
Interest Rate Step-Down 10.500% Coupon after 50 bps reduction if conditions met by February 12, 2028
Exchange Ratio – New Notes US$746.15 per US$1,000 Principal amount of 2030 New Notes per US$1,000 of 2028 Notes exchanged
Exchange Ratio – Cash US$253.85 per US$1,000 Cash consideration per US$1,000 principal of 2028 Notes exchanged
Minimum Participation US$910.0 million (70%) Aggregate principal of 2028 Notes that must be tendered and not withdrawn
Offer Expiration 5:00 p.m. New York City time on August 10, 2026 Scheduled expiration of the Exchange Offer and Consent Solicitation
Exchange Offer financial
"has commenced an offer to exchange (the "Exchange Offer") any and all of its outstanding"
An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.
qualified institutional buyers regulatory
"to holders of 2028 Notes who are reasonably believed to be "qualified institutional buyers""
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
Regulation S regulatory
"to holders of 2028 Notes who are not "U.S. persons" in offshore transactions in reliance on Regulation S"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
Minimum Participation Condition financial
"is conditioned upon Eligible Holders tendering at least US$910.0 million (the "Minimum Participation Condition")"
Accrued Interest financial
"accepted for exchange, plus Accrued Interest (as defined in the Offering Memorandum)"
Accrued interest is the amount of interest that has built up on a loan, bond, or similar investment since the last payment date but has not yet been paid. For investors this matters because when you buy or sell a fixed‑income security between payment dates you compensate the other party for that earned interest—think of it like buying a house mid‑month and reimbursing the seller for days of heating already used—so it affects the actual cash you pay, the yield you receive, and short‑term returns.

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FAQ

What transaction did Companhia Siderúrgica Nacional (SID) announce in July 2026?
Companhia Siderúrgica Nacional, via CSN Inova Ventures, launched a private Exchange Offer and Consent Solicitation for any and all outstanding 6.750% Senior Notes due 2028, offering new 11.000% Senior Notes due 2030 plus cash to eligible institutional investors.

What exchange consideration is CSN (SID) offering for each US$1,000 of 2028 notes?
For each US$1,000 principal of 6.750% 2028 Notes tendered, eligible holders receive US$746.15 in principal amount of the new 2030 Notes and US$253.85 in cash, plus accrued interest as described in the exchange offering memorandum.

What is the minimum participation condition in CSN’s (SID) 2028 note exchange?
The transaction requires tenders of at least US$910.0 million aggregate principal amount of 6.750% Senior Notes due 2028, representing 70% of the outstanding series, validly tendered and not withdrawn, for the exchange offer and consent solicitation to proceed.

Who is eligible to participate in CSN’s (SID) exchange offer for 2028 notes?
Participation is limited to Eligible Holders: in the U.S., holders reasonably believed to be qualified institutional buyers under Rule 144A, and outside the U.S., holders who are not U.S. persons and participate in offshore transactions under Regulation S.

How can the interest rate on CSN Inova Ventures’ new 2030 notes step down?
The 2030 New Notes initially pay 11.000% per annum, but the rate decreases by 50 basis points to 10.500% if their aggregate principal is reduced by at least US$200 million on or before February 12, 2028, as recorded by DTC.

Are CSN’s (SID) new 2030 notes registered and freely tradable?
The new 2030 Notes have not been registered under the U.S. Securities Act or state securities laws and may be offered and sold only under exemptions; they are subject to significant transfer and resale restrictions described in the exchange offering memorandum.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

 

For the month of July 2026

Commission File Number 1-14732

 

 

COMPANHIA SIDERÚRGICA NACIONAL

(Exact name of registrant as specified in its charter)

 

National Steel Company

(Translation of registrant’s name into English)

 

Av. Brigadeiro Faria Lima 3400, 20th Floor
São Paulo, SP, Brazil
04538-132

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.

 

Form 20-F ___X___ Form 40-F _______

 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____

 

 

 

 
 

 

Announcement of Private Exchange Offer for Any and All of CSN Inova Ventures’ Outstanding 6.750% Senior Notes due 2028 and Consent Solicitation

 

São Paulo, July 30, 2026 – Companhia Siderúrgica Nacional (“CSN”) (NYSE: SID) announced today that its subsidiary, CSN Inova Ventures (formerly CSN Islands XI Corp.) (the “Issuer”), an exempted company incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of CSN, has commenced an offer to exchange (the “Exchange Offer”) any and all of its outstanding 6.750% Senior Notes due 2028 (the “2028 Notes”) held by Eligible Holders, as defined below, for the Issuer’s 11.000% Senior Notes due 2030 (the “New Notes”) and cash. The 2028 Notes are fully, unconditionally and irrevocably guaranteed by CSN.

The New Notes are subject to an interest rate decrease by 50 basis points to 10.500% per annum if (i) the aggregate principal amount of the New Notes is reduced by at least US$200 million and (ii) such reduction occurs and is given effect by DTC at any time prior to February 12, 2028 (the “Step Down Deadline”). The Issuer may redeem the New Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of New Notes plus accrued and unpaid interest to, but excluding, the redemption date.

The following table sets forth the material pricing terms of the Exchange Offer and Consent Solicitation (as defined below):

     

Exchange Consideration per US$1,000 Principal Amount of
2028 Notes Tendered On or Prior to the Expiration Time (1) (2)

Notes to be Exchanged

CUSIP/ISINs Nos.

Outstanding Principal Amount

Principal Amount of New Notes per US$1,000

Cash Consideration per US$1,000

6.750% Senior Notes due 2028

Rule 144A: 12642KAB0 / US12642KAB08

Regulation S: G2583X AB7 / USG2583XAB76

 US$1,300,000,000 US$746.15 US$253.85

___________________________________

(1)For each US$1,000 principal amount of 2028 Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Time (as defined below) and accepted for exchange, Eligible Holders (as defined below) will be eligible to receive the Exchange Consideration (as defined below) consisting of (i) US$253.85 in cash (the “Cash Consideration”) plus (ii) US$746.15 in aggregate principal amount of New Notes (the consideration under (i) and (ii) collectively, the “Exchange Consideration”).
(2)The Exchange Consideration set forth in the table above assumes that all outstanding 2028 Notes are validly tendered (and not validly withdrawn) at or prior to the Expiration Time and that such 2028 Notes are accepted for exchange.

In connection with the Exchange Offer, the Issuer is soliciting (the “Consent Solicitation” and, together with the Exchange Offer, the “Exchange Offer and Consent Solicitation”) consents (the “Consents”) to the adoption of certain amendments (the “Proposed Amendments”) to the indenture governing the 2028 Notes. Eligible Holders who tender their 2028 Notes pursuant to the Exchange Offer must also deliver Consents to the Proposed Amendments. Eligible Holders may not deliver Consents to the Proposed Amendments without also validly tendering their 2028 Notes.

The Exchange Offer and Consent Solicitation is being made solely to Eligible Holders upon the terms and subject to the conditions set forth in the exchange offering memorandum (the “Offering Memorandum”). The Exchange Offer and Consent Solicitation is being made only (a) in the United States, to holders of 2028 Notes who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)), and (b) outside the United States, to holders of 2028 Notes who are not “U.S. persons” (as defined in Regulation S under the Securities Act) in offshore transactions in reliance on Regulation S. We refer to the holders of 2028 Notes who have certified that they are eligible to participate in the Exchange Offer and Consent Solicitation pursuant to at least one of the foregoing conditions as “Eligible Holders.”

The Exchange Offer and Consent Solicitation is scheduled to expire at 5:00 p.m., New York City time, on August 10, 2026, unless extended or earlier terminated as described in this press release (such time, as may be extended, the “Expiration Time”). Holders of 2028 Notes who validly tender (and do not validly withdraw) their 2028 Notes at or prior to the Expiration Time will be eligible to receive the Exchange Consideration set forth in the table above for each US$1,000 principal amount of 2028 Notes validly tendered and accepted for exchange, plus Accrued Interest (as defined in the Offering Memorandum). Validly tendered 2028 Notes may be validly withdrawn at any time at or prior to the Withdrawal Deadline (as defined below) but not thereafter.

 
 

The Exchange Offer and Consent Solicitation is conditioned upon Eligible Holders validly tendering and not validly withdrawing at least US$910.0 million aggregate principal amount of 2028 Notes (representing 70% of outstanding 2028 Notes) (the “Minimum Participation Condition”). The Issuer expressly reserves the right, in its sole discretion, to amend, extend or terminate the Exchange Offer and Consent Solicitation, including the Minimum Participation Condition, subject to disclosure and other requirements under applicable law, including if any of the conditions set forth in the Offering Memorandum are not satisfied. If the Exchange Offer and Consent Solicitation is terminated at any time, 2028 Notes tendered will be promptly returned to the tendering holders without compensation or cost to such holders and will remain outstanding.

The Withdrawal Deadline is 5:00 p.m., New York City time, on August 10, 2026 (the “Withdrawal Deadline”), which is the Expiration Time, unless extended with respect to the Exchange Offer and Consent Solicitation by the Issuer in its sole discretion. Withdrawal rights are exercisable at least until the earlier of (x) the Expiration Time and (y) if the Exchange Offer and Consent Solicitation is extended, the tenth business day after commencement of the Exchange Offer and Consent Solicitation. Assuming the period of the Exchange Offer and Consent Solicitation is not extended, settlement of the Exchange Offer and Consent Solicitation is expected to occur on August 12, 2026, which is the second business day following the Expiration Time (the “Settlement Date”).

The complete terms and conditions of the Exchange Offer and Consent Solicitation are described in the Offering Memorandum, copies of which may be obtained from D.F. King & Co., Inc., the information and exchange agent (the “Information and Exchange Agent”) for the Exchange Offer and Consent Solicitation, at www.dfking.com/csn, by telephone at +1 (800) 515-4507 (U.S. toll free) or +1 (646) 582-2970 (collect), in writing to 28 Liberty Street, 53rd Floor, New York, NY 10005, or by email to csn@dfking.com.

The Issuer has engaged 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 Corretora de Câmbio, Títulos e Valores Mobiliários S.A. to act as the dealer managers (the “Dealer Managers”) in connection with the Exchange Offer and Consent Solicitation. Questions regarding the terms of the Exchange Offer and Consent Solicitation may be directed to, Banco Bradesco BBI S.A. at Av Presidente Juscelino Kubitschek, n.º 1309, 5th floor, São Paulo, SP, 04543-011, Brazil, BNP Paribas Securities Corp. at 787 Seventh Avenue, New York, New York 10019, by telephone at +1 (212) 841-3059 (collect), +1 (888) 210-4358 (toll free), Citigroup Global Markets Inc. at 388 Greenwich Street, 4th floor New York, New York 10013, by telephone at +1 (212) 723-6106, Credit Agricole Securities (USA) Inc. at 1301 Avenue of the Americas, 8th Floor, New York, New York 10019, by telephone at +1 (212) 261-7802 (collect), +1 (866) 807-6030 (toll free), HSBC Securities (USA) Inc. at 66 Hudson Boulevard, New York, NY 10001, by telephone at +1 (212) 525-5552 (collect), +1 (888) HSBC-4LM (toll free) Morgan Stanley & Co. LLC at 1585 Broadway, Floor 6, New York, NY 10036, by telephone at +1 (212) 761-1057 (collect) or +1 (800) 624-1808 (toll free), UBS Investment Bank at 11 Madison Avenue, New York, New York 10010, by telephone at +1 (212) 882-5721 (collect) or +1 (833) 690-0971 and XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A. at Av. Presidente Juscelino Kubitschek, 1909 – Torre Sul, 30º andar, CEP 04543-010, São Paulo – São Paulo, Brazil. The eligibility certificate is available electronically at: www.dfking.com/csn and is also available by contacting the Information and Exchange Agent.

Disclaimer

None of CSN, the Issuer, the Information and Exchange Agent, the Dealer Managers or the trustee for the 2028 Notes, or any of their respective affiliates, is making any recommendation as to whether holders should tender any 2028 Notes in the Exchange Offer and Consent Solicitation or expressing any opinion as to whether the terms of the Exchange Offer and Consent Solicitation are fair to any holder. Holders must make their own decision as to whether to tender any 2028 Notes and, if so, the principal amount of 2028 Notes to tender. Please refer to the Offering Memorandum for a description of the offer terms, conditions, disclaimers and other information applicable to the Exchange Offer and Consent Solicitation.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Exchange Offer and Consent Solicitation is being made and the New Notes are being offered and issued only to “qualified institutional buyers” and holders that are not “U.S. persons” as such terms are defined under the Securities Act. The New Notes have not been registered under the Securities Act or under any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act, and, accordingly, are subject to significant restrictions on transfer and resale as more fully described in the Offering Memorandum. The Exchange Offer and Consent Solicitation is not being made to holders of 2028 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.

 
 

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 Exchange Offer and Consent Solicitation. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements. CSN does not undertake any obligation to publicly correct or update any forward-looking statement if CSN later becomes aware that such statement is not likely to be achieved.

 

COMPANHIA SIDERÚRGICA NACIONAL

Antonio Marco Campos Rabello

Chief Financial and Investor Relations Officer

 

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

     
July 30, 2026 Companhia Siderúrgica Nacional
 

 

 

 

By:

 

 

/s/ Benjamin Steinbruch

Benjamin Steinbruch

    Title: Chief Executive Officer
 
 

 

By:

 

/s/ Antonio Marco Campos Rabello

Antonio Marco Campos Rabello

    Title: Chief Financial and Investor Relations Officer
       

 

 

 

 

Source: View Original Filing on SEC EDGAR