CSN RESOURCES S.A.

Offer to Purchase for Cash
Any and All of Its Outstanding 7.625% Senior Unsecured Guaranteed Notes due 2026 (the “Notes”)
(144A CUSIP / ISIN: 12644VAC2 / US12644VAC28)
(Regulation S CUSIP / ISIN: L21779AD2 / USL21779AD28)


The offer to purchase the Notes, on the terms and subject to the conditions set forth in this Offer to Purchase (as defined below), will expire at 5:00 p.m., New York City time, on December 5, 2023, unless extended or earlier terminated as described herein (such time and date, as may be extended, the “Expiration Time”). You must validly tender your Notes, or deliver a properly completed and duly executed notice of guaranteed delivery (the “Notice of Guaranteed Delivery”), at or prior to the Expiration Time to be eligible to receive the Purchase Price (as defined below). Validly tendered Notes may be validly withdrawn at any time at or prior to the Expiration Time, unless extended or earlier terminated as described below, but not thereafter.

Title of Security

CUSIP / ISIN

Principal Amount Outstanding

Purchase Price(1)

7.625% Senior Unsecured Guaranteed Notes due 2026

144A: 12644VAC2 / US12644VAC28
Regulation S:L21779AD2 / USL21779AD28


US$300,000,000


US$1,010.00

________________________________________________________________________________________________________________________________________
(1) The amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase. Holders will also be paid Accrued Interest (as defined below).

To view copies of the Tender Offer documents please click on the documents below

Offer to Purchase

Notice of Guaranteed Delivery


Any questions or requests for assistance or for additional copies of this Offer to Purchase or the Notice of Guaranteed Delivery may be directed to D.F. King & Co., Inc. in its role as the Tender Agent and Information Agent at its address, e-mail address and telephone numbers set forth below. You may also contact the Dealer Managers at their respective addresses and telephone numbers set forth below or your broker, dealer, commercial bank, trust company, custodian or other nominee, if applicable, for assistance concerning the terms of the Tender Offer.

The Tender and Information Agent for the Offer is:

D.F. KING & CO., INC.

48 Wall Street, 22nd Floor
New York, NY 10005
E-mail: csn@dfking.com
Toll-Free: +1 (800) 967-7574
Collect: (212) 269-5550
Facsimile Transmission (for Eligible Institutions only):
(212) 709-3378
For Confirmation: (212) 232-3233
Attention: Michael Horthman

Any questions or requests for assistance or for additional copies of this Offer to Purchase or the Notice of Guaranteed Delivery may be directed to the Tender Agent and Information Agent at its e-mail address or one of its telephone numbers above.

The Dealer Managers for the Tender Offer are:

Banco Bradesco BBI S.A.

Av. Presidente Juscelino Kubitschek, 1309, 10th floor
São Paulo, SP, Brazil, 04543-011
Collect: +55 (11) 2169-4528
Attn: International Fixed Income Department

Banco BTG Pactual S.A. – Cayman Branch

601 Lexington Avenue, 57th Floor
New York, NY 10022
Attn: Debt Capital Markets
Tel: +1 (212) 293-4600 (collect)
E-mail: OL-DCM@btgpactual.com
Citigroup Global Markets Inc.

388 Greenwich Street, 4th floor
New York, New York 10013
Attention: Liability Management Group
Collect: +1 (212) 723-6106
Toll Free: +1 (800) 558-3745
Email: ny.liabilitymanagement@citi.com
Credit Agricole Securities (USA) Inc.

1301 Avenue of the Americas, 8th Floor
New York, New York 10019
Attn: Liability Management
Tel (U.S. Toll Free): +1 (866) 807-6030
E-mail: us.liabilitymanagement@ca-cib.com

J.P. Morgan Securities LLC

383 Madison Avenue
New York, New York, 10179
Attention: Latin America Debt Capital Markets
Collect: +1 (212) 834-7279
Toll-free: +1 (866) 846-2874
Morgan Stanley & Co. LLC

1585 Broadway, Floor 6
New York, NY 10036
Attn: Debt Advisory Group
Tel: +1 (800) 624-1808 (U.S. toll free) or
+1 (212) 761-1057 (collect)
Santander US Capital Markets LLC

437 Madison Avenue, 10th Floor
New York, NY 10022
Attention: Debt Capital Markets
Fax: +1 (212) 407-0930
Email: DCMAmericas@santander.us
UBS Securities LLC

1285 Avenue of the Americas
New York, New York 10019
Attention: Liability Management Group
Call Collect: +1 (212) 882-5723