Hidrovias International Finance S.à r.l. Announces The Final Tender Results For Its Offer For Any And All Of Its Outstanding 5.950% Notes Due 2025 And Related Consent Solicitation

SÃO PAULO, Feb. 18, 2021 /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 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 final tender results and expiration of its offer to purchase for cash (the "Tender Offer") any and all of its outstanding 5.950% Notes due 2025 (ISIN: US42953LAA08 / USL48008AA19 and CUSIP: 42953L AA0 / L48008 AA1) (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).

As set forth in the Offer to Purchase, the Tender Offer and related Consent Solicitation expired at 11:59 p.m., New York City time, on February 17, 2021 (the "Expiration Time").

The Company announced today that, as of the Expiration Time, it has received valid tenders after the Early Tender Date from Holders of the Notes of U.S.$700,000 in principal amount of the Notes, which represents 0.1% of the Notes that were outstanding at the commencement of the Tender Offer and related Consent Solicitation (excluding Notes held by the Company or its affiliates). Upon the acceptance of such valid tenders by the Company for payment on the Final Settlement Date (which is expected to be on February 19, 2021), U.S.$700,000 in aggregate principal amount of the Notes will be purchased by the Company and cancelled on the Final Settlement Date.

The Financing Condition in relation to the Tender Offer and related Consent Solicitation has previously been satisfied and, on the Early Settlement Date (which occurred on February 9, 2021), U.S.$425,821,000 in principal amount of the Notes were purchased by the Company and cancelled. Therefore, following consummation of the Tender Offer and related Consent Solicitation on the Final Settlement Date, an aggregate of U.S.$148,679,000 in aggregate principal amount of Notes (excluding Notes held by the Company or its affiliates) will remain outstanding.

The terms and conditions of the Tender Offer and Consent Solicitation were described in the Offer to Purchase and Consent Solicitation Statement, dated January 20, 2021 (the "Offer to Purchase") and the related Consent and Letter of Transmittal dated January 20, 2021 (the "Letter of Transmittal").

D.F. King & Co., Inc. acted as the Tender and Information Agent for the Tender Offer and Consent Solicitation, whose contact details are +1 (877) 732-3617 and email at [email protected].

Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and Santander Investment Securities Inc. acted as Dealer Managers and Solicitation Agents in connection with the Tender Offer and Consent Solicitation. The contract details for the Dealer Managers and Solicitation Agents are as follows: Itau BBA USA Securities, Inc. at +1 (888) 770-4828 (toll free) or + 1 (212) 710-6749 (collect), to J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free) or +1 (212) 834-4087 (collect), to BofA Securities, Inc. at +1 (888) 292-0070 (toll free) and +1 (646) 855-8988 (collect), to Morgan Stanley & Co. LLC at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect) and to Santander Investment Securities Inc. at +1 (855) 404-3636 (collect) or +1 (212) 940-1442 (collect).

Neither the Offer to Purchase, the Letter of Transmittal 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, the Letter of Transmittal or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offer and Consent Solicitation was made solely on the terms and conditions set forth 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 was not made to, and we did not 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 was made by us, the Dealer Managers or the Solicitation Agents as to whether Holders should have tendered their Notes or delivered consents. Holders were required to 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 and Consent Solicitation. 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
Rua Gilberto Sabino, 215, 7^th Floor
Pinheiros, 05425-020
São Paulo, SP, Brazil

Tel: +55 11 97250-0628 / +55 11 97176-8020
E-mail: [email protected]

SOURCE Hidrovias International Finance S.à r.l.