São Paulo, Brazil, July 10, 2026 (GLOBE NEWSWIRE) -- General Shopping e Outlets do Brasil S.A. (the "Company") (B3: GSHP3) today announced the settlement results of 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 commenced on June 26, 2026. 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 have been 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. Eligible Holders who validly tendered their Reg S Notes after the Early Tender Date but at or prior to 5:00 p.m. (New York City time) on July 9, 2026 (the "Expiration Time") would have been eligible to receive the Late Exchange Consideration of 5,021 Quotas per US$1,000 outstanding principal amount of Reg S Notes validly tendered and accepted for exchange.
The Exchange Offer expired at the Expiration Time. As of the Expiration Time, the Issuer had not received any valid tenders of Reg S Notes in accordance with the requirements set forth in the Exchange Offer Memorandum. Accordingly, the Issuer has not accepted any Reg S Notes for exchange, no Exchange Consideration (whether Early Exchange Consideration or Late 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.
Settlement Results
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 Expiration Time, no Reg S Notes have been accepted for exchange and no Exchange Consideration will be delivered. No settlement will occur under the Exchange Offer.