Simpar Europe Announces an Offer to Purchase for Cash Any and All of its 7.750% Notes due 2024

SÃO PAULO, Jan. 11, 2021 /PRNewswire/ -- Simpar S.A. ("Simpar") announces that its finance subsidiary, Simpar Europe (formerly JSL Europe), a public limited liability company (société anonyme) organized under the laws of Luxembourg, has commenced an offer to purchase for cash any and all of its outstanding 7.750% notes due 2024, guaranteed by Simpar (the "Notes") (the "Tender Offer").

The following table sets forth the material pricing terms of the Tender Offer:

The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on January 15, 2021, unless extended or earlier terminated as described herein (such time, as it may be extended, the "Expiration Time"). Holders of the Notes ("Holders") who validly tender (and do not validly withdraw) their Notes or deliver a properly completed and duly executed notice of guaranteed delivery (the "Notice of Guaranteed Delivery") at or prior to the Expiration Time will be eligible to receive US$1,067.50 for each US$1,000 principal amount of Notes validly tendered and accepted for purchase, plus Accrued Interest. Validly tendered Notes may be validly withdrawn at any time at or prior to the Expiration Time, unless extended or earlier terminated as described below, but not thereafter.

The consideration for each US$1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be the purchase price set forth in the table above. Holders of Notes validly tendered or with respect to which a properly completed and duly executed Notice of Guaranteed Delivery is delivered at or prior to the Expiration Time and accepted for purchase pursuant to the Tender Offer will receive the purchase price for the Notes. In addition to the purchase price, all Holders of Notes accepted for purchase pursuant to the Tender Offer will receive Accrued Interest.

Simpar Europe's obligation to purchase Notes validly tendered pursuant to the Tender Offer is subject to market conditions and the satisfaction or waiver of certain conditions described in the Offer to Purchase, including completion by Simpar Europe of new debt financing on satisfactory terms and conditions, in Simpar Europe's sole discretion (the "Debt Financing") (the "Financing Condition"). However, the Tender Offer is not conditioned on any minimum amount of Notes being tendered.

Settlement of the Tender Offer is expected to occur on the fourth business day following the Expiration Time, unless the Tender Offer is terminated prior to such date. Tendered Notes may be withdrawn at any time at or prior to the earlier of the Expiration Time and, in the event that the Tender Offer is extended, the tenth business day after commencement of the Tender Offer. Tendered Notes may be withdrawn at any time after the 60^th business day after commencement of the Tender Offer if for any reason the offer has not been consummated within 60 business days after commencement.

Simpar Europe may, in its sole discretion, subject to market conditions, issue New Securities (as defined in the Offer to Purchase) at any time on or prior to the settlement date, pursuant to the Debt Financing. Tendering Holders of Notes who wish to tender their Notes and subscribe for New Securities should quote an allocation identifier code ("Allocation Identifier Code"), which can be obtained by contacting the Dealer Managers, in The Depository Trust Company's automated tender offer program ("ATOP") Electronic Acceptance Instruction. An Allocation Identifier Code is only relevant (but is not required) if a tendering Holder wishes to subscribe for New Securities. An Allocation Identifier Code is not required for a Holder to tender its Notes and will not be taken into account in the acceptance of Notes in the Tender Offer. The Allocation Identifier Code is only being provided to facilitate identification of tendering Holders of Notes that may be interested in subscribing for New Securities and should not be considered consideration or an entitlement of any nature.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any New Securities in connection with the Debt Financing.

The receipt of an Allocation Identifier Code in conjunction with any tender of Notes in the Tender Offer is not an allocation of the New Securities. In order to apply for the purchase of the New Securities, if and when the Debt Financing occurs, such tendering Holders must make a separate application in respect of the New Securities for the purchase of such New Securities pursuant to the Debt Financing. We will review tender instructions received on or prior to the Expiration Date and may give priority to those investors tendering with Allocation Identifier Codes in connection with the allocation of New Securities. However, allocations of New Securities will be determined by us, together with the joint bookrunning managers in the Debt Financing, in our sole discretion, and no assurances can be given that any Holder that tenders Notes and submits an Allocation Identifier Code will be given an allocation of New Securities in the amounts it may subscribe for, or at all.

Any New Securities will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and will be offered only in transactions exempt from or not subject to the registration requirements of the Securities Act.

Upon the terms and subject to the conditions of the Tender Offer set forth in the Offer to Purchase, dated January 11, 2021 (the "Offer to Purchase"), all Notes validly tendered and not validly withdrawn or with respect to which a properly completed and duly executed Notice of Guaranteed Delivery (as described in the Offer to Purchase) is delivered at or prior to the Expiration Time, as applicable, will be accepted for purchase. Simpar Europe reserves the absolute right, in its sole discretion, to amend or terminate the Tender Offer, including if the Financing Condition or other conditions are not satisfied, subject to disclosure and other requirements under applicable law. In the event of termination of the Tender Offer, the Notes tendered and not accepted for purchase pursuant to the Tender Offer will be promptly returned to the tendering Holders without compensation or cost to such Holders and will remain outstanding. Furthermore, Simpar Europe reserves the right, in its sole discretion, not to accept any tenders of Notes for any reason. The complete terms and conditions of the Tender Offer are described in the Offer to Purchase and the Notice of Guaranteed Delivery, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent (the "Tender and Information Agent") for the Tender Offer, by telephone at +1 (866) 620-2535 (toll free) and +1 (212) 269-5550 (collect), in writing to 48 Wall Street, 22nd Floor, New York, NY 10005, Attention: Andrew Beck, or by email to [email protected].

Simpar Europe has its registered office at 1, rue Jean-Pierre Brasseur, L-1258 Luxembourg, and is registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under the number B209067.

Simpar Europe has engaged Banco BTG Pactual S.A. – Cayman Branch, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Santander Investment Securities Inc. and UBS Securities LLC to act as the dealer managers (the "Dealer Managers") in connection with the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to Banco BTG Pactual S.A. – Cayman Branch at +1 (212) 293-4600 (collect); J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free) or +1 (212) 834-3424 (collect); Morgan Stanley & Co. LLC at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect); Santander Investment Securities Inc. at +1 (855) 404-3636 (toll free) or +1 (212) 940-1442 (collect); and UBS Securities LLC at +1 (888) 719-4210 (toll free) or +1 (203) 719-4210 (collect).

Disclaimer

None of Simpar Europe, Simpar, the Dealer Managers, the Tender and Information Agent or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether Holders of the Notes should or should not tender any Notes in response to the Tender Offer, or expressing any opinion as to whether the terms of the Tender Offer are fair to any Holder. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer.

This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Tender Offer is being made solely by means of, and pursuant to the terms of, the Offer to Purchase. The Offer to Purchase has not been filed with, and has not been approved 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 other documents related to the Tender Offer, and it is unlawful and may be a criminal offense to make any representation to the contrary. The Tender Offer is not being made to Holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Simpar Europe by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. None of Simpar Europe, Simpar, the Dealer Managers, the Tender and Information Agent or the trustee for the Notes, or any of their respective affiliates, has authorized any person to give any information or to make any representation in connection with the Tender Offer other than the information and representations contained in the Offer to Purchase.

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, including those related to the Tender Offer. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. Simpar undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

Simpar S.A.
Denys Marc Ferrez
Executive Vice President of Corporate Finance and
Investor Relations Officer

SOURCE Simpar Europe