CORURIPE NETHERLANDS B.V. ANNOUNCES AMENDMENT TO TERMS OF CASH TENDER OFFER AND CONSENT SOLICITATION FOR ANY AND ALL OF ITS 10.000% SENIOR SECURED NOTES DUE 2027

News provided by

Jan 08, 2025, 22:50 ET

SÃO PAULO, Jan. 8, 2025 /PRNewswire/ -- Coruripe Netherlands B.V. (the "Offeror"), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, announces that it is amending the terms of its cash tender offer that commenced on January 2, 2025 (the "Tender Offer") for any and all of the outstanding US$300,000,000 aggregate principal amount of 10.000% senior secured notes due 2027 (the "Notes") issued by the Offeror and guaranteed by S.A. Usina Coruripe Açúcar e Álcool ("Usina Coruripe"), GTW Agronegócios S.A. ("GTW"), R.C.W. Agronegócios Ltda. ("R.C.W."), S.P.F. Agronegócios Ltda. ("S.P.F.") and V.M.W. Agronegócios Ltda. ("V.M.W." and, together with Usina Coruripe, GTW, R.C.W. and S.P.F., the "Guarantors"). Terms not otherwise defined in this press release are defined in the Offer to Purchase.

The Tender Offer and the Consent Solicitation, subject to certain terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated January 2, 2025 (the "Offer to Purchase"), are hereby amended to increase the consideration per $1,000 principal amount of Notes validly tendered and accepted for purchase in the Tender Offer as set forth in the table below (the "Tender Offer Consideration"). As a result of the increase in the Tender Offer Consideration, and in respect of the Notes that are validly tendered at or prior to the Early Tender Deadline (defined below), the new total consideration for the Notes is US$1,010 per $1,000 principal amount of Notes (the "Total Consideration"). There is no change to the Early Tender Payment. These amended terms reflect discussions with Holders representing over 50% of the aggregate principal amount of Notes outstanding.

The following table sets forth the amended pricing terms of the Tender Offer and the Consent Solicitation:

Description of Notes

CUSIP/ISIN
Numbers

Outstanding

Principal Amount of Notes⁽¹⁾

Tender Offer Consideration⁽²⁾

Early Tender Payment⁽³⁾

Total Consideration⁽⁴⁾

10.000% Senior Secured Notes due 2027

144A: 22088D AA8 / US22088DAA81

Reg S: N2322C AA3 / USN2322CAA38

US$300,000,000

US$980.00

US$30.00

US$1,010.00


(1)	As of the date of the Offer to Purchase, the outstanding aggregate principal amount of the Notes is US$300,000,000, of which US$11,086,000 is held by the Offeror, the Guarantors or their affiliates and is, therefore, not subject of the Consent Solicitation.
(2)	The amount to be paid for each US$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase. In addition, the Offeror will pay accrued and unpaid interest on the principal amount of Notes accepted for purchase from the most recent interest payment date on the Notes to, but not including, the applicable Settlement Date for such Notes ("Accrued Interest").
(3)	The additional amount to be paid for each US$1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted for purchase, included in the Total Consideration.
(4)	The total amount to be paid for each US$1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted for purchase. The Total Consideration equals the Tender Offer Consideration plus the Early Tender Payment. In addition, Accrued Interest will be paid.

In connection with the amended pricing terms of the Tender Offer and the Consent Solicitation, the Offeror also announces that it is extending (i) the Early Tender Deadline to tender Notes and deliver Consents in order to be eligible to receive the Total Consideration plus Accrued Interest on the Early Settlement Date to 5:00 p.m., (New York City time), on January 16, 2025 (the "Early Tender Deadline"), (ii) the Withdrawal Deadline to validly withdraw tendered Notes and revoke delivered Consents to 5:00 p.m., (New York City time) on January 16, 2025 (the "Withdrawal Deadline") and (iii) the Expiration Time to tender Notes and deliver Consents in order to be eligible to receive the Tender Offer Consideration plus Accrued Interest on the Final Settlement Date to 5:00 p.m. (New York City time) on February 3, 2025 (the "Expiration Time").

Other than the Tender Offer Consideration, the Total Consideration, the Early Tender Deadline, the Withdrawal Deadline and the Expiration Time, the terms of the Tender Offer and Consent Solicitation remain unchanged.

The Offeror has the right to amend or terminate the Tender Offer and the Consent Solicitation at any time, subject to applicable law.

Citigroup Global Markets Inc., Itau BBA USA Securities, Inc., Rabo Securities USA, Inc. and XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A. are acting as dealer managers in the Tender Offer and as solicitation agents in the Consent Solicitation, and can be contacted at their telephone numbers set forth on the back cover page of the Offer to Purchase with questions regarding the Tender Offer and the Consent Solicitation.

Copies of the Offer to Purchase are available to Holders from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer and the Consent Solicitation. Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (866) 828-6934 (toll-free), +1 (212) 269-5550 (collect) or [email protected].

Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Offeror, the Guarantors or any of their affiliates. The Tender Offer and the Consent Solicitation are not being made to, nor will the Offeror accept tenders of Notes or deliveries of Consents from, Holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the Proposed Amendments to the Indenture.

Important Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or that relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described in this press release will be consummated or as to the ultimate terms of any such transactions. The Offeror and the Guarantors undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

DISCLAIMER

This press release must be read in conjunction with the Offer to Purchase. This press release and the Offer to Purchase contain important information that must be read carefully before any decision is made with respect to the Tender Offer and the Consent Solicitation. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offer and the Consent Solicitation. None of the Offeror, the Guarantors, the dealer managers, the solicitation agents, the information and tender agent or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Holders should participate in the Tender Offer and the Consent Solicitation.

SOURCE Coruripe Netherlands B.V.