Rede D'Or Finance Announces the Final Tender Results of the Tender Offer for its 4.500% Notes due 2030

LUXEMBOURG, Nov. 4, 2021 /PRNewswire/ --

REDE D'OR FINANCE
(Incorporated in the Grand Duchy of Luxembourg)

Offer to Purchase for Cash Up to U.S.$135,000,000 Aggregate Principal Amount
of its Outstanding 4.500% Notes due 2030 unconditionally guaranteed by Rede D'Or São Luiz S.A.

Rede D'Or Finance, a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg with 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 B221035 ("Rede D'Or"), hereby announces the final tender results and expiration of its offer to purchase for cash up to U.S.$135,000,000 aggregate principal amount (which was subject to increase by Rede D'Or in its sole discretion under the circumstances described in the Offer to Purchase (as defined below), the "Maximum Tender Amount") of its outstanding 4.500% Notes due 2030 (CUSIP: 75735GAA6 and L7915TAA0, and ISIN: US75735GAA67 and USL7915TAA09) (the "Notes"), upon the terms and subject to the conditions described in the Offer to Purchase dated October 6, 2021 (as it may be amended or supplemented from time to time, the "Offer to Purchase"). Capitalized terms used in this announcement, but not defined herein, shall have the meanings given to such terms in the Offer to Purchase.

As set forth in the Offer to Purchase, the Tender Offer expired at 11:59 p.m., New York City time, on November 3, 2021 (the "Expiration Deadline").

In accordance with the Offer to Purchase and as announced by Rede D'Or on October 21, 2021, the Early Settlement Date for Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Deadline and accepted for purchase by Rede D'Or occurred on October 22, 2021. Rede D'Or accepted for purchase U.S.$134,999,000 in aggregate principal amount of the Notes, which represented approximately 15.25% of the principal amount of Notes outstanding as of the date of the Offer to Purchase. Accordingly, as of the Expiration Deadline, the outstanding principal amount of the Notes was U.S.$750,001,000.

Rede D'Or hereby announces that it did not elect to increase the Maximum Tender Amount. Accordingly, because the Tender Offer was fully subscribed as of the Early Tender Deadline, Notes that were validly tendered after the Early Tender Deadline and on or prior to the Expiration Date will not be accepted for purchase by Rede D'Or. Any Notes tendered pursuant to the Tender Offer but not accepted for purchase by Rede D'Or will be promptly returned to Holders.

NEITHER THE OFFER TO PURCHASE NOR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFER HAVE BEEN FILED WITH OR REVIEWED BY THE FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

NONE OF REDE D'OR, ITS BOARD OF DIRECTORS, THE DEALER MANAGERS (AS DEFINED BELOW), THE TENDER AND INFORMATION AGENT (AS DEFINED BELOW) OR THE TRUSTEE (AS DEFINED IN THE OFFER TO PURCHASE) OR ANY OF THEIR RESPECTIVE AFFILIATES MADE ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD HAVE TENDERED ANY NOTES IN RESPONSE TO THE TENDER OFFER. HOLDERS WERE REQUIRED TO MAKE THEIR OWN DECISION AS TO WHETHER TO PARTICIPATE IN THE TENDER OFFER, AND, IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER.

The Offer to Purchase and related documents do not constitute an offer to buy or the solicitation of an offer to sell notes in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws required the Tender Offer to be made by a licensed broker or dealer, the Tender Offer was deemed to be made on behalf of Rede D'Or by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Neither the delivery of this announcement, the Offer to Purchase and any related documents nor any purchase of Notes by Rede D'Or will, under any circumstances, create any implication that the information contained in this announcement, the Offer to Purchase or in any related document is current as of any time subsequent to the date hereof or thereof.

The Offer to Purchase did not constitute an offer to sell or a solicitation of an offer to buy any securities (other than the Notes).  Any offering of securities will only be made by an offering document and any such offering may not be registered with the U.S. Securities and Exchange Commission.

This release may contain certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan" and similar expressions are generally intend to identify forward-looking statements. Rede D'Or is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in the Offer to Purchase.

D.F. King & Co., Inc. acted as the tender agent and as the information agent (the "Tender and Information Agent") for the Tender Offer. Itau BBA USA Securities, Inc. and J.P. Morgan Securities LLC acted as Dealer Managers (the "Dealer Managers") for the Tender Offer.

The Tender and Information Agent for the Tender Offer was:

D.F. King & Co., Inc.
48 Wall Street, 22^nd Floor
New York, NY 10005
[email protected]

Banks and Brokers call: (212) 269-5550
Toll free (U.S. only): (866) 356-7813
By Facsimile:
(For Eligible Institutions only):
(212) 709-3328
Confirmation:
(212) 232-3233
Attn: Michael Horthman

The Dealer Managers for the Tender Offer were:

SOURCE Rede D’Or Finance