São Paulo, Brazil, July 03, 2026 (GLOBE NEWSWIRE) -- General Shopping e Outlets do Brasil S.A. (the "Company") (B3: GSHP3) today provides an early settlement update regarding the exchange offer (the "Exchange Offer") by its subsidiary General Shopping Investments Limited ("GS Investments" or the "Issuer"), a Cayman Islands exempted company, in respect of any and all of the Issuer's outstanding 10%/12% Regulation S Senior Secured PIK Toggle Notes due 2026 (CUSIP No. G3812T AB7; ISIN No. USG3812TAB73) (the "Reg S Notes"), pursuant to the exchange offer memorandum dated June 26, 2026 (the "Exchange Offer Memorandum").
The Exchange Offer provided that Eligible Holders who validly tendered their Reg S Notes at or prior to 5:00 p.m. (New York City time) on July 2, 2026 (the "Early Tender Date") would be eligible to receive the Early Exchange Consideration of 5,523 quotas ("Quotas") issued by Clear Fundo de Investimento Imobiliário Responsabilidade Limitada (the "Fund") per US$1,000 outstanding principal amount of Reg S Notes validly tendered and accepted for exchange.
As of the Early Tender Date, the Issuer had received tenders with respect to the Reg S Notes; however, none constituted valid tenders in accordance with the requirements set forth in the Exchange Offer Memorandum. Accordingly, the Issuer has not accepted any Reg S Notes for exchange in connection with the Early Tender Date, no Early Exchange Consideration will be delivered, and the full US$8,923,000 aggregate principal amount of Reg S Notes remains outstanding.
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Exchange Offer Memorandum.
The Exchange Offer and the Quotas offered thereby 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.
Early Settlement
Because the Issuer had not received any valid tenders of Reg S Notes in accordance with the requirements set forth in the Exchange Offer Memorandum at or prior to the Early Tender Date, there will be no early settlement under the Exchange Offer. No Reg S Notes have been accepted for exchange in connection with the Early Tender Date, no Early Exchange Consideration will be delivered and no Early Settlement Date will occur.
The full US$8,923,000 aggregate principal amount of Reg S Notes remains outstanding and eligible for exchange pursuant to the Exchange Offer on the terms and subject to the conditions set forth in the Exchange Offer Memorandum.