RAIZEN ENERGY FINANCE LIMITED Announces Commencement of Cash Tender Offer for up to U.S.$200,000,000 in Aggregate Principal Amount of its 7.00% Senior Notes Due 2017

22 Feb, 2016, 14:52 ET from Raizen Energy Finance Limited

SÃO PAULO, Feb. 22, 2016 /PRNewswire/ -- Raizen Energy Finance Limited ("Raizen"), a wholly owned subsidiary of Raizen Energia S.A. ("Raizen Energia"), today announced the commencement of a tender offer to purchase for cash from each registered holder (each, a "Holder" and, collectively, the "Holders") up to U.S.$200,000,000 in aggregate principal amount (the "Maximum Tender Amount") of Raizen's outstanding 7.00% Senior Notes due 2017 (the "Notes") (the "Offer").

The Offer is being made by Raizen pursuant to the offer to purchase dated February 22, 2016 (the "Offer to Purchase") and the related letter of transmittal (the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents").

The table below summarizes certain payment terms of the Offer:

Description of

Notes

CUSIP / ISIN Nos.

Outstanding

Principal Amount

Maximum

Tender Amount

Tender

Consideration(1)

Early

Tender

Payment(1)

Total

Consideration(1)(2)

7.00% Senior

Notes due

2017

CUSIP: 22112AAA4/

G24419AA4

ISIN: US22112AAA43/

USG24419AA47

U.S.$400,000,000

U.S.$200,000,000

U.S.$1,002.50

U.S.$30.00

U.S.$1,032.50

(1)  Per U.S.$1,000 principal amount of Notes tendered and accepted for purchase.

(2)  Includes Early Tender Payment.

The Offer will expire at 11:59 p.m., New York City time, on March 18, 2016, unless extended or earlier terminated (such date and time, as may be extended, the "Expiration Date").

The early tender deadline for the Offer will be 5:00 p.m., New York City time, on March 4, 2016 (such date and time, as may be extended, the "Early Tender Time").

Holders of the Notes must validly tender their Notes prior to or at the Early Tender Time in order to be eligible to receive the Early Tender Payment (as defined below) in addition to the Tender Consideration (as defined below). The Notes tendered may be withdrawn prior to 5:00 p.m., New York City time, on March 4, 2016 (such date and time, as may be extended, the "Withdrawal Deadline"), but not thereafter, except as required by applicable law.

The total consideration for each U.S.$1,000 principal amount of the Notes is U.S.$1,032.50 (the "Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the Notes (the "Early Tender Payment") and a tender payment of U.S.$1,002.50 per U.S.$1,000 principal amount of the Notes (the "Tender Consideration"). The Early Tender Payment is payable only to Holders of the Notes who tender and validly deliver their Notes prior to or at the Early Tender Time. Holders validly tendering and not withdrawing Notes prior to or at the Early Tender Time will be eligible to receive the Total Consideration (including the Early Tender Payment) within two business days following the Expiration Date (the "Settlement Date") (which date is expected to occur on March 22, 2016, the second business day after the Expiration Date) or as promptly as practicable thereafter. Holders validly tendering their Notes after the Early Tender Time and prior to or at the Expiration Date will be entitled to receive the Tender Consideration, namely an amount equal to the Total Consideration less the Early Tender Payment, on the Settlement Date. In addition, Holders whose Notes are purchased in the Offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, the Settlement Date.

Because the Offer is subject to the Maximum Tender Amount, if the aggregate principal amount of Notes validly tendered (and not validly withdrawn) prior to or at the Expiration Date exceeds the Maximum Tender Amount, Raizen expects to accept for purchase on the Settlement Date an amount of Notes validly tendered (and not validly withdrawn) prior to or at the Expiration Date that is equal to (i) the amount of Notes validly tendered (and not validly withdrawn) prior to or at the Expiration Date multiplied by (ii) a fraction, the numerator of which would be equal to the Maximum Tender Amount and the denominator of which would be equal to the total principal amount of Notes tendered (and not validly withdrawn) in the Offer, rounded downward to the nearest U.S.$1,000 principal amount. For a description of the proration procedures, see "Principal Terms of the Offer—Proration" in the Offer to Purchase.

Raizen reserves the right, but is under no obligation, to increase the Maximum Tender Amount at any time, subject to compliance with applicable law. There can be no assurance that Raizen will exercise its right to increase the Maximum Tender Amount.

Notes may be tendered and will be accepted for payment only in denominations of U.S.$100,000 and any integral multiple of U.S.$1,000 in excess thereof.  Any tender of Notes, the proration of which would otherwise result in a return of Notes to a tendering Holder in a principal amount below the minimum denomination, may be rejected in full or accepted in full in the Purchaser's sole discretion.

Raizen's obligation to accept for purchase, and to pay for, the Notes validly tendered pursuant to the Offer is subject to, and conditioned upon satisfaction or waiver of, certain conditions as set forth in the Offer Documents, in the sole discretion of Raizen. The Offer is not conditioned on any minimum participation by the Holders or on obtaining any financing.

The Dealer Managers for the Offer are:

Citigroup Global Markets Inc.

 

390 Greenwich Street, 1st floor

New York, New York, 10013

U.S.A.

 

Attention: Liability Management Group

U.S. Toll Free: +1 800-558-3745

Collect: +1 212-723-6106

Credit Agricole Securities (USA) Inc.

1301 Avenue of the Americas, 17th Floor

New York, New York, 10019

U.S.A.

 

Attention: Debt Capital Markets

U.S. Toll Free: +1 866-807-6030

Collect: +1 212-261-7802

J.P. Morgan Securities LLC

 

383 Madison Avenue

New York, New York, 10179

U.S.A.

 

Attention: Latin America Debt Capital Markets

U.S. Toll Free: +1-866-846-2874

Collect: +1-212-834-7279

The Information and Tender Agent for the Offer is Global Bondholder Services Corporation. To contact the Information and Tender Agent, banks and brokers may call +1 212-430-3774, and others may call U.S. toll-free: +1 866-470-4500. Additional contact information is set forth below.

Global Bondholder Services Corporation

By Mail, Hand or Overnight Courier:

By Facsimile Transmission:

65 Broadway, Suite 404

(for eligible institutions only)

New York, NY 10006

+1 212-430-3775/3779

USA

Attention: Corporate Actions

Attention: Corporate Actions

Confirmation by Telephone

E-mail: info@gbsc-usa.com

+1 212-430-3774

Holders of the Notes are urged to read the Offer Documents carefully. Any questions or requests for assistance in relation to the Offer Documents may be directed to the Dealer Managers at their respective telephone numbers set forth above or to the Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. Requests for additional copies of the Offer Documents may be directed to the Information and Tender Agent at the addresses and telephone numbers set forth above. Documents relating to the Offer, including the Offer to Purchase and the Letter of Transmittal, are also available at http://www.gbsc-usa.com/raizen.

This announcement is neither an offer to purchase nor a solicitation of an offer to sell any of the Notes or any other securities.

The Offer is being made solely pursuant to the Offer Documents.  The Offer is not being made in, nor will Raizen accept tenders of Notes from, 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. None of Raizen, Raizen Energia and Raizen Combustiveis S.A., as guarantors of the Notes, The Bank of New York Mellon as trustee, registrar and transfer agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as principal paying agent, The Bank of New York Mellon (Luxembourg) S.A., as paying agent and transfer agent or any paying agent, transfer agent or listing agent, the Dealer Managers or the Information and Tender Agent makes any recommendation as to whether or not Holders should tender their Notes pursuant to the Offer.

Forward-Looking Statements

This notice includes and references "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may relate to, among other things, Raizen's, Raizen Energia's and Raizen Combustíveis S.A.'s business strategy, goals and expectations.

Although Raizen, Raizen Energia and Raizen Combustíveis S.A. believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.

Raizen, Raizen Energia and Raizen Combustíveis S.A. undertake no obligation to update any of its forward-looking statements.

SOURCE Raizen Energy Finance Limited