CSN’s $1 Billion Liability Management Transaction

Cleary Gottlieb represented the dealer managers, including Banco Bradesco BBI, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Crédit 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., in the private exchange offer and related consent solicitation by CSN Inova Ventures, a wholly owned subsidiary of Companhia Siderúrgica Nacional (CSN), for any and all of its outstanding $1.3 billion 6.75% senior notes due 2028.

The exchange offer settled on August 12, 2026, with approximately $1.007 billion aggregate principal amount, or 77.49%, of the outstanding 2028 notes tendered and accepted for exchange. The new notes are fully, unconditionally, and irrevocably guaranteed by CSN.

In connection with the exchange offer, CSN Inova Ventures also solicited consents from holders of the 2028 notes to certain amendments to the indenture governing the notes and received the requisite consents to effect the proposed amendments.

CSN is one of Brazil’s largest and most diversified industrial groups, with an integrated business platform spanning steel, mining, cement, logistics, and energy. Founded in 1941 and headquartered in São Paulo, CSN operates in Brazil and internationally and is listed on the B3 (CSNA3) and the New York Stock Exchange (SID).

The Cleary corporate team included partners Juan Giráldez and Jonathan Mendes de Oliveira and international lawyers Victor Barone and Julia Ferreira. Partner Mathew Brigham and associate Adam Girts advised on tax matters, with support from law clerk Reina Kim.