Funds Managed By CarVal Investors Commence Tender Offer To Purchase Any And All Of U.S.$29.1 Million Of Outstanding 9.875% Senior Notes Due 2019 Of U.S.J. - Açucar e Álcool S.A.

MINNEAPOLIS, Dec. 13, 2016 /PRNewswire/ -- CVI EMCVF Lux Securities Trading S.à r.l., EOC Lux Securities S.à r.l., CVI CVF III Lux Securities S.à r.l., CarVal GCF Lux Securities S.à r.l., CVI CVF II Lux Securities Trading S.à r.l., CVIC Lux Securities Trading S.a.rl. and CVI AA Lux Securities S.a.r.l. (collectively, "CVI") today announced the commencement of a cash tender offer (the "Tender Offer") to purchase any and all of the approximately U.S.$29.1 million outstanding aggregate principal amount of the 9.875% Senior Notes Due 2019 (the "Notes") of U.S.J. Açucar e Álcool S.A. (the "Issuer" or "USJ"). The terms and conditions of the Tender Offer are described in CVI's Offer to Purchase (the "Offer to Purchase") and the related Letter of Transmittal, each dated today.

Subject to the terms and conditions described in the Offer to Purchase and the Letter of Transmittal, the Tender Offer will expire, unless earlier terminated by CVI in its sole discretion, at 11:59 p.m., New York City time, on January 11, 2017, unless extended by CVI (such time and date, as the same may be extended, the "Expiration Date").  Holders of the Notes who validly tender their Notes at or prior to 5:00 p.m., New York City time, on December 28, 2016, unless extended by CVI (such time and date, as the same may be extended, the "Early Tender Date") and do not validly withdraw such Notes, will be eligible to receive the Total Consideration (as defined below), which includes the Early Participation Payment (as defined below).

The "Total Consideration" for each U.S.$1,000 principal amount of the Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer will be U.S.$600. The Total Consideration includes an early participation payment equal to U.S.$50 for each U.S.$1,000 principal amount of the Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer (the "Early Participation Payment").  Holders of the Notes who validly tender their Notes after the Early Tender Date but on or prior to the Expiration Date and whose Notes are accepted for purchase will not be entitled to receive the Early Participation Payment and will therefore be entitled to receive, for each U.S.$1,000 principal amount of Notes tendered, U.S.$550 (the "Tender Offer Consideration"), which is an amount equal to the Total Consideration less the Early Participation Payment. In addition to the applicable consideration, accrued and unpaid interest on the purchased Notes will be paid from the last interest payment date to, but not including, the applicable settlement date for such purchased Notes. The settlement dates for the Tender Offer will follow two and three business days after the Early Tender Date and Expiration Date, respectively, or as soon as practicable thereafter.

Tendering Holders must tender Notes, in whole or in part, in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. 

Tendered Notes may be withdrawn from the Tender Offer at any time prior to 5:00 p.m., New York City time, on December 28, 2016, unless extended by CVI (such date and time, as it may be extended, the "Withdrawal Deadline").  Holders of Notes who validly tender their Notes after the Withdrawal Deadline but at or prior to the Expiration Date may not withdraw their Notes except in the limited circumstances described in the Offer to Purchase.

Copies of the Offer to Purchase and the Letter of Transmittal are being provided to holders of the Notes. Additional copies of the Offer to Purchase or the Letter of Transmittal may be obtained from the Information and Tender Agent, D.F. King & Co., Inc., at (212) 269-5550, U.S. toll free at (800) 714-3310, or by e-mail at [email protected].

CVI's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions set forth in the Offer to Purchase and the related Letter of Transmittal.  If any of the conditions are not satisfied, CVI will not be obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, in each event subject to applicable laws and may terminate the Tender Offer.  In addition, subject to applicable law, CVI reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offer at any time or (ii) otherwise amend the Tender Offer in any respect at any time and from time to time. CVI further reserves the right, in its sole discretion, not to accept any tenders of Notes for any reason. 

Certain Information Regarding the Tender Offer

The information in this press release describing the Tender Offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Notes in the Tender Offer or any other security. The Tender Offer is being made only pursuant to the Offer to Purchase and the related materials that the Information and Tender Agent will distribute to holders of the Notes. The Tender Offer is not being made in any jurisdiction in which the making of or acceptance thereof would not be in compliance with the securities laws, blue sky laws or other laws of such jurisdiction.  Holders of the Notes should read the Offer to Purchase and the related materials carefully because they contain important information, including the various terms and conditions of the Tender Offer.  Neither CVI nor the Information and Tender Agent makes any recommendation as to whether holders should tender or refrain from tendering their Notes.  Holders must make their own decision as to whether to tender notes and, if so, the principal amount of the Notes to tender.

Important Notice Regarding Forward-Looking Statements

This press release contains certain forward-looking statements. Statements that are not historical facts, including statements about our perspectives and expectations, are forward looking statements. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions, when related to CVI, indicate forward-looking statements. These statements are subject to various risks and uncertainties. These statements are based on various assumptions and factors, including general economic, market, industry and operational factors. Excessive reliance should not be placed on those statements. Forward-looking statements relate only to the date they were made and CVI undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

SOURCE CarVal Investors