HIDROVIAS INTERNATIONAL FINANCE S.À R.L. ANNOUNCES THE EARLY TENDER RESULTS FOR ITS OFFER FOR ANY AND ALL OF ITS OUTSTANDING 4.950% NOTES DUE 2031 AND RELATED CONSENT SOLICITATION

SÃO PAULO, May 22, 2025 /PRNewswire/ -- Hidrovias International Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated in the Grand Duchy of Luxembourg, having its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) under number B221114 (the "Company" or "we"), a wholly-owned subsidiary of Hidrovias do Brasil S.A. ("Hidrovias"), announced today the early tender results for its offer to purchase for cash (the "Tender Offer") any and all of its outstanding 4.950% Notes due 2031 (ISIN: US42953LAB80/ USL48008AB91 and CUSIP: 42953L AB8/L48008 AB9) (the "Notes"). Capitalized terms used in this announcement but not defined herein shall have the meanings given to such terms in the Offer to Purchase (as defined below).

The Company announced today that at 5:00 p.m. New York City time on May 22, 2025 (which was the Early Tender Date), it had received valid tenders from Holders of the Notes of U.S.$178,591,000 in principal amount of the Notes, which represents 64.20% of the outstanding Notes (excluding Notes held by the Company or its affiliates). Withdrawal rights for the Tender Offer have expired. Upon the acceptance of such valid tenders by the Company for payment on the Settlement Date (which is now expected to be on June 17, 2025 to align with the timing of the Financing Transaction in Brazil), U.S.$178,591,000 in aggregate principal amount of the Notes will be purchased by the Company and cancelled on the Settlement Date.

In addition, because the Company received the Requisite Consents as of the Early Tender Date, the Company expects, on or about the date of this announcement, to execute and deliver a Supplemental Indenture providing for the Proposed Amendments. As described in the Offer to Purchase, the Proposed Amendments will become operative only upon payment of the applicable consideration for such delivered consents, except that the Liability Management Proposed Amendment will become operative immediately upon execution of the Supplemental Indenture.

The Tender Offer and related Consent Solicitation will expire at 5:00 p.m., New York City time, on June 9, 2025, unless extended or earlier terminated by us (such time and date, as it may be extended or earlier terminated with respect to the Tender Offer and related Consent Solicitation, the "Expiration Date"). Except as may be required by applicable law, Notes tendered after the Early Tender Date and prior to the Expiration Date may not be withdrawn and the related consents delivered may not be revoked.  

The Company has amended the Tender Offer so that Holders of the Notes that are validly tendered after the Early Tender Date and prior to or at the Expiration Date, and accepted for purchase pursuant to the Tender Offer will receive the Total Consideration, which includes the Tender Offer Consideration and the Early Tender Payment, plus any Accrued Interest, on the Settlement Date.

Our obligation to purchase the Notes in the Tender Offer is conditioned on the satisfaction or waiver of certain conditions, including the Financing Condition, as described in the Offer to Purchase. No assurances can be given that the Financing Transaction will be completed.

Subject to applicable law, we reserve the right: (1) to waive any and all conditions to the Tender Offer or Consent Solicitation; (2) to extend the Tender Offer or Consent Solicitation; and (3) to terminate or to otherwise amend the Tender Offer or Consent Solicitation in any respect.

The terms and conditions of the Tender Offer and Consent Solicitation, including the Proposed Amendments, are described in the Offer to Purchase and Consent Solicitation Statement, dated May 9, 2025, (as it may be amended or supplemented, the "Offer to Purchase"). Copies of the Offer to Purchase are available to Holders from D.F. King & Co., Inc., the tender and information agent for the Tender Offer and Consent Solicitation (the "Tender and Information Agent"). Requests for copies of the Offer to Purchase should be directed to the Tender and Information Agent in New York at toll +1 (212) 269-5550 or toll free +1 (800) 791-3320 or email at [email protected].

We have retained Itau BBA USA Securities, Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC. to each act as Dealer Managers and Solicitation Agents in connection with the Tender Offer and Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation may be directed to Itau BBA USA Securities, Inc. at +1 (888) 770-4828 (toll free) or + 1 (212) 710-6749 (collect), to BofA Securities, Inc. at +1 (888) 292-0070 (toll free) or +1 (646) 855-8988 (collect), to J.P. Morgan Securities LLC at +1 (866) 846-2874 (toll free) or +1 (212) 834-7279 (collect) and to Morgan Stanley & Co. LLC at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect).

Neither the Offer to Purchase nor any related documents have 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. The Financing Transaction is not and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and any securities issued in connection with the Financing Transaction will not be offered or sold in the United States or to U.S. citizens without an applicable exemption from registration requirements of the Securities Act. The Financing Transaction will constitute a public offering in Brazil automatically registered upon filing with the Securities and Exchange Commission of Brazil (Comissão de Valores Mobiliários), pursuant to CVM Resolution No. 160, dated July 13, 2022, as amended.

Except as set forth herein with respect to the extended payment of the Total Consideration for Notes validly tendered and accepted for purchase after the Early Tender Date and to indicate the expected Settlement Date, the terms and conditions of the Tender Offer and Consent Solicitation remain the same as set forth and described in the Offer to Purchase. Under no circumstance shall this press release constitute an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities or a solicitation of consents. The Tender Offer and Consent Solicitation are not being made to, nor will we accept tenders of Notes or delivery of consents from, Holders in any jurisdiction in which the Tender Offer and Consent Solicitation would not be in compliance with the securities or blue sky laws of such jurisdiction. No recommendation is made by us, the Dealer Managers or the Solicitation Agents as to whether Holders should tender their Notes or deliver consents. Holders should carefully read the Offer to Purchase and the related materials, because they contain important information, including the various terms and conditions of the Tender Offer and Consent Solicitation.

Forward-Looking Statements

Disclosures in this press release contain forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Tender Offer, the Consent Solicitation, the Financing Transaction including the timing thereof, the Proposed Amendments and the execution of the supplemental indenture. These statements are based on certain assumptions made by the Company based on the experience of the management of Hidrovias and their perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company and Hidrovias, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Any forward-looking statement applies only as of the date on which such statement is made and neither the Company nor Hidrovias shall correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Hidrovias do Brasil S.A.
Investor Relations
Av. Brigadeiro Luís Antônio, 1343, 7th Floor
Bela Vista
São Paulo, SP, Brazil

Tel: +55 (11) 3905-6000
E-mail: [email protected]

SOURCE Hidrovias International Finance S.à r.l.