Minerva S.A. Announces Amendment Of Consent Solicitation Relating To Its 6.500% Senior Notes Due 2026 And 5.875% Senior Notes Due 2028

SÃO PAULO, April 2, 2019 /PRNewswire/ -- Minerva S.A. ("Minerva") announced today that it is amending certain terms of its previously announced consent solicitation (the "Consent Solicitation") relating to the (1) indenture (the "2026 Notes Indenture") governing its U.S.$1,289,042,000 aggregate principal amount of 6.500% Senior Notes due 2026 (the "2026 Notes") and (2) indenture (the "2028 Notes Indenture" and, together with the 2026 Notes Indenture, the "Indentures") governing its U.S.$476,023,000 aggregate principal amount of 5.875% Senior Notes due 2028 (the "2028 Notes" and, together with the 2026 Notes, the "Notes").

Minerva is amending the following terms and conditions of the Consent Solicitation:

• Minerva is increasing the amount of the consent fee to be paid to all consenting holders of Notes from U.S.$2.50 per U.S.$1,000 principal amount of Notes to U.S.$7.50 per U.S.$1,000 principal amount of Notes (the "Consent Fee");
• The proposed amendments to the definition of "Material Subsidiary" in the Indentures will provide that (x) Athena Foods S.A. ("Athena"), (y) any of Athena's subsidiaries and (z) any subsidiary of Minerva that becomes a direct or indirect parent company of Athena will not be a "Material Subsidiary" under the Indentures; provided, however, to the extent that any direct or indirect parent company of Athena would constitute a "Material Subsidiary" without giving effect to its direct or indirect ownership interest in Athena, then such direct or indirect parent company will provide a guaranty of Minerva Luxembourg S.A.'s obligations under the Notes and the Indentures (the "Proposed Amendments");
• The proposed amendments and waivers will still become operative upon Minerva paying the Consent Fee but the proposed amendments shall only remain operative if the IPO (as defined in the Solicitation Statement) is consummated on or prior to February 15, 2020.  If the IPO is not consummated on or prior to February 15, 2020, then the proposed amendments will be automatically revoked pursuant to the terms and conditions of the supplemental indentures to be entered into by Minerva and the trustee; and
• Minerva will use at least U.S.$250.0 million of the net proceeds from the IPO to purchase outstanding 2026 Notes and/or 2028 Notes within one-year of closing the IPO.

The Consent Solicitation is not conditioned on the consummation of the IPO.

The expiration time for the Consent Solicitation has not changed and remains 5:00 p.m., New York City time, on April 9, 2019 (the "Expiration Time").

Except as set forth herein, the terms and conditions of the Consent Solicitation, as well as the proposed amendments and the waivers, remain the same as set forth and described in the Consent Solicitation Statement, dated March 27, 2019 (as amended by the terms hereof, the "Solicitation Statement").

Copies of the Solicitation Statement are available to holders of Notes from D.F. King & Co., Inc., the tabulation agent and information agent for the Consent Solicitation (the "Information Agent"). Requests for copies of the Solicitation Statement should be directed to the Information Agent at +1 (800) 290-6427 (toll free), +1 (212) 269-5550 (collect) or [email protected].

BB Securities Limited ("BB Securities"), Banco Bradesco BBI S.A. ("Bradesco BBI") and Banco BTG Pactual S.A.—Cayman Branch ("BTG") have been engaged to act as solicitation agents in connection with the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to BB Securities, Bradesco BBI or BTG at their respective telephone numbers set forth on the back cover of the Solicitation Statement.

Minerva reserves the right, in its sole discretion, not to accept any deliveries of consents for any reason. Minerva is making the Consent Solicitation only in those jurisdictions where it is legal to do so.

Neither the Solicitation Statement 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 Solicitation Statement or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of Notes or consents. The Consent Solicitation is being made solely by Minerva pursuant to the Solicitation Statement. The Consent Solicitation is not being made to, nor will Minerva accept deliveries of consents from holders of Notes in any jurisdiction in which the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

Minerva S.A.
Media Contact: Edison Ticle
Phone: +55 11 3074 2444
Email: [email protected]

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements, including statements regarding the terms of the Consent Solicitation and the proposed amendments to the Indentures governing the Notes. These statements are merely projections and as such are based exclusively on management's expectations for Minerva and its business and the proposed transactions discussed herein. These forward-looking statements depend materially on changes in market conditions, government regulations, pressures from competitors and the performance of the industry and the Brazilian economy, among other factors, many of which are outside Minerva's control or ability to predict, that could cause actual results to differ materially from such statements. All forward-looking statements speak only as of the date on which they are made. Given these uncertainties, you should not place undue reliance on the forward-looking statements. Minerva disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Minerva S.A.