Ultrapar International S.A. Announces Cash Tender Offers for Any and All of its Outstanding 5.250% Notes due 2026 and Up to the Maximum Acceptance Amount of its 5.250% Notes due 2029

SÃO PAULO, Brazil, April 7, 2022 /PRNewswire/ --

ULTRAPAR INTERNATIONAL S.A.
(Incorporated in the Grand Duchy of Luxembourg)

Ultrapar International S.A ("Ultrapar") hereby announces the commencement of tender offers to purchase for cash (1) any and all of its outstanding 5.250% Notes due 2026 (the "2026 Notes," and such offer, the "2026 Notes Tender Offer") and (2) up to the 2029 Maximum Acceptance Amount (as defined below) of its outstanding 5.250% Notes due 2029 (the "2029 Notes," together with the 2026 Notes, the "Notes," and such offer, the "2029 Notes Tender Offer," together with the 2026 Notes Tender Offer, the "Tender Offers").

The Notes accepted for purchase in the Tender Offers together shall not exceed U.S.$550,003,000 in aggregate outstanding principal amount (the "Maximum Aggregate Tender Amount") considering both the 2026 Notes and 2029 Notes that may be tendered and accepted for purchase.

The 2029 Notes Tender Offer will also be subject to maximum acceptance amount corresponding to the Maximum Aggregate Tender Amount minus the aggregate principal amount of the 2026 Notes tendered and accepted for purchase in the 2026 Notes Tender Offer (the "2029 Maximum Acceptance Amount").

The following table sets forth certain terms of the 2026 Notes Tender Offer:

The following table sets forth certain terms of the 2029 Notes Tender Offer:

The 2026 Notes Tender Offer is being made upon the terms and subject to the conditions set forth in the offer to purchase with respect to the 2026 Notes dated April 7, 2022 (the "2026 Notes Offer to Purchase") and notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the 2026 Notes Offer to Purchase, the "2026 Notes Offer Documents").

The 2029 Notes Tender Offer is being made upon the terms and subject to the conditions set forth in a separate offer to purchase with respect to the 2029 Notes dated April 7, 2022 (the "2029 Notes Offer to Purchase" and, together with the 2026 Notes Offer Documents, the "Offer Documents").

There is no letter of transmittal for the Tender Offers.

The Tender Offers are subject to certain conditions as described in each of the Offer Documents under the heading "Conditions of the Tender Offer."

Summary of the 2026 Notes Tender Offer

The 2026 Notes Tender Offer will expire at 5:00 p.m., New York City time, on April 13, 2022, or such other date and time to which Ultrapar in its sole discretion extends the 2026 Notes Tender Offer (such date and time, as it may be extended, the "2026 Notes Expiration Date"). Other than accepted 2026 Notes delivered pursuant to the guaranteed delivery procedures described in the 2026 Notes Offer Documents, holders of the 2026 Notes must validly tender their 2026 Notes at or prior to the 2026 Notes Expiration Date and not validly withdraw them at or prior to 5:00 p.m., New York City time, on April 13, 2022 (the "2026 Notes Withdrawal Deadline") in order to be eligible to receive the Purchase Price.

The purchase price for the 2026 Notes is U.S.$1,027.50 per U.S.$1,000 in principal amount of 2026 Notes (the "Purchase Price") accepted in the 2026 Notes Tender Offer.

Tendered 2026 Notes may only be validly withdrawn at any time at or prior to the 2026 Notes Withdrawal Deadline and not thereafter. Guaranteed delivery procedures provided for by Ultrapar are available for the 2026 Notes and will allow holders who deliver a duly executed notice of guaranteed delivery and other required documents at or prior to the 2026 Notes Expiration Date to deliver their 2026 Notes by the close of business on the second business day following the 2026 Notes Expiration Date. The guaranteed delivery procedures that must be followed are described in the 2026 Notes Offer Documents.

Subject to the satisfaction or waiver of the conditions of the 2026 Notes Tender Offer, (i) payment for the 2026 Notes that are validly tendered and accepted for purchase (other than accepted 2026 Notes delivered pursuant to the guaranteed delivery procedures described in the 2026 Notes Offer Documents) is expected to be made on April 14, 2022 (as such date may be extended in Ultrapar's sole discretion, subject to applicable law, the "2026 Notes Settlement Date") and (ii) payment for the 2026 Notes that are validly tendered and accepted for purchase that are delivered pursuant to the guaranteed delivery procedures described in the 2026 Notes Offer Documents is expected to be made on April 18, 2022 (as such date may be extended in Ultrapar's sole discretion, subject to applicable law, the "Guaranteed Delivery Settlement Date").

Summary of the 2029 Notes Tender Offer

The 2029 Notes Tender Offer will expire at 11:59 p.m. New York City time, on May 4, 2022, unless extended or earlier terminated (such date and time, as it may be extended, the "2029 Notes Expiration Date").  The early tender deadline for the 2029 Notes Tender Offer will be 5:00 p.m., New York City time, on April 20, 2022 (such date and time, as it may be extended, the "Early Tender Date"). 2029 Notes tendered may be withdrawn prior to 5:00 p.m., New York City time, on April 20, 2022 (such date and time, the "2029 Notes Withdrawal Deadline"), but not thereafter, except as required by applicable law. Holders of the 2029 Notes must validly tender their 2029 Notes on or before the Early Tender Date and not validly withdraw them at or prior to the 2029 Notes Withdrawal Deadline in order to be eligible to receive the Total Consideration (as defined below).

Holders of the 2029 Notes who validly tender their 2029 Notes on or before the Early Tender Date, do not validly withdraw them at or prior to the 2029 Notes Withdrawal Deadline and whose 2029 Notes are accepted will, subject to the terms and conditions in the 2029 Notes Offer to Purchase, receive U.S.$1,001.25 per U.S.$1,000 in principal amount of 2029 Notes accepted in the 2029 Notes Tender Offer (the "Total Consideration"), which is comprised of consideration of U.S.$971.25 per U.S.$1,000 in principal amount (the "Tender Offer Consideration") and an early tender premium of U.S.$30.00 per U.S.$1,000 in principal amount (the "Early Tender Payment").  Holders of the 2029 Notes who validly tender their 2029 Notes after the Early Tender Date but on or before the 2029 Notes Expiration Date will only be eligible to receive the Tender Offer Consideration.

Tendered 2029 Notes may only be validly withdrawn at any time at or prior to the 2029 Notes Withdrawal Deadline and not thereafter. Subject to the satisfaction or waiver of the conditions of the 2029 Notes Tender Offer, the Total Consideration for the 2029 Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date is expected to be paid on April 22, 2022 (as such date may be extended, subject to applicable law, in Ultrapar's sole discretion, the "Early Settlement Date").  The Tender Offer Consideration for the 2029 Notes validly tendered after the Early Tender Date but on or prior to the 2029 Notes Expiration Date is expected to be paid on May 6, 2022 (as such date may be extended, subject to applicable law, in Ultrapar's sole discretion, the "Final Settlement Date").

The 2029 Notes Tender Offer shall not exceed the 2029 Maximum Acceptance Amount, corresponding to U.S.$550,003,000, minus the aggregate principal amount of the 2026 Notes tendered and accepted for purchase in the 2026 Notes Tender Offer.  Accordingly, the 2029 Maximum Acceptance Amount will be impacted by the results of the 2026 Tender Offer and will be reduced by the aggregate principal amount of the 2026 Notes tendered and accepted for purchase.  As a result, the 2029 Notes that are validly tendered and accepted for purchase are subject to possible proration on the Early Settlement Date or the Final Settlement Date to the extent 2029 Notes are tendered in principal amounts that would otherwise exceed the 2029 Maximum Acceptance Amount and Maximum Aggregate Tender Amount.

If, on the Early Settlement Date or Final Settlement Date, as applicable, only a portion of outstanding 2029 Notes validly tendered (and not validly withdrawn at or prior to the 2029 Notes Withdrawal Deadline) may be accepted for purchase, the aggregate principal amount of 2029 Notes accepted for purchase will be prorated based upon the aggregate principal amount of 2029 Notes that have been validly tendered and not yet accepted for purchase in the 2029 Notes Tender Offer, such that neither the 2029 Maximum Acceptance Amount nor the Maximum Aggregate Tender Amount will be exceeded.

If the aggregate amount of Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date exceeds the Maximum Aggregate Tender Amount, holders who validly tender 2029 Notes after the Early Tender Date will not have any such 2029 Notes accepted for payment, unless waived or modified in Ultrapar's sole discretion (subject to applicable law and as provided in the 2029 Notes Offer to Purchase).

Payment of Accrued Interest

Ultrapar will pay accrued and unpaid interest on Notes validly tendered and accepted in the Tender Offers from and including the last interest payment date for such Notes up to, but not including, (i) in the case of the 2026 Notes, the 2026 Notes Settlement Date, (ii) in the case of any 2029 Notes tendered on or before the Early Tender Date, the Early Settlement Date and (iii) in the case of any 2029 Notes tendered after the Early Tender Date, the Final Settlement Date.

For avoidance of doubt, interest on the 2026 Notes will cease to accrue on the 2026 Notes Settlement Date for all 2026 Notes purchased in the 2026 Notes Tender Offer, including those tendered pursuant to the guaranteed delivery procedures described in the 2026 Notes Offer Documents. Accordingly, because Ultrapar expects that the Guaranteed Delivery Settlement Date will be two business days after the 2026 Notes Settlement Date, holders tendering 2026 Notes pursuant to the guaranteed delivery procedures will not receive interest for such two business day period.

Further Information

This press release is qualified in its entirety by the applicable Offer Documents.

Any Notes that are not purchased in the Tender Offers will remain outstanding. To the extent that Ultrapar consummates the Tender Offers, the trading market for your outstanding Notes may be significantly more limited.  For a discussion of this and other considerations, see "Special Considerations" in the applicable Offer Documents.

None of the delivery of this press release, the Offer Documents or any purchase pursuant to the Tender Offers shall under any circumstances create any implication that the information contained in this press release or such Offer Documents is correct as of any time subsequent to the date hereof or thereof or that there has been no change in the information set forth herein or therein or in Ultrapar's affairs since the date hereof or thereof.

This press release is for informational purposes only and does not constitute an offer or an invitation to participate in the Tender Offers. The Tender Offers are being made pursuant to the applicable Offer Documents, which set forth the complete terms and conditions of the Tender Offers. Holders of Notes are urged to read the applicable Offer Documents carefully before making any decision with respect to their Notes. The Tender Offers are not being made to, nor will Ultrapar accept tenders of Notes from, holders in any jurisdiction in which it is unlawful to make such an offer.

NONE OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFERS 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 DOCUMENTS RELATING TO THE TENDER OFFERS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

NONE OF ULTRAPAR, ITS BOARD OF DIRECTORS, THE DEALER MANAGERS (AS DEFINED BELOW), THE TENDER AGENT, THE INFORMATION AGENT OR THE TRUSTEE (AS DEFINED IN THE OFFER DOCUMENTS) OR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY NOTES IN RESPONSE TO THE TENDER OFFERS. HOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO PARTICIPATE IN THE TENDER OFFERS, AND, IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER.

The Offer Documents do 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. Ultrapar 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 Documents.

The information agent and tender agent for each of the Tender Offers is D.F. King & Co., Inc. To contact the information agent and tender agent, banks and brokers may call +1 (212) 269-5550, and others may call U.S. toll-free: +1 (800) 859-8509 or email [email protected]. Additional contact information is set forth below.

The Tender Agent and Information Agent for the Tender Offers is:

D.F. King & Co., Inc.

Copies of the Offer Documents are available at the following web address: www.dfking.com/Ultrapar.

Any questions or requests for assistance or for additional copies of this notice may be directed to the Dealer Managers at their respective telephone numbers set forth below or, if by any holder, to such holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offers.

 

None of Ultrapar, the tender agent, the information agent, the Dealer Managers, the trustee or any of their respective affiliates is making any recommendation as to whether holders should exchange their Notes in the Tender Offers. Holders must make their own decision as to whether to participate in the Tender Offers, and, if so, the principal amount of the Notes they wish to tender.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains statements that constitute forward-looking statements.  These statements appear in a number of places and include statements regarding Ultrapar's intent, belief or current expectations, and those of its officers, with respect to (among other things) its financial condition and the Tender Offers.

Ultrapar's forward-looking statements are based mainly on current expectations and estimates of future events and trends, which affect, or may affect, its business and results of operations.  Although Ultrapar believes that these forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are based on information currently available to Ultrapar.

The words "believe," "may," "may have," "would," "estimate," "continues," "anticipates," "intends," "hopes," and similar words are intended to identify forward-looking statements.  Forward-looking statements refer only to the date when they were made, and none of Ultrapar, the tender agent, the information agent, the Dealer Managers or any affiliate of any of them undertakes any obligation to update or review any estimate or forward-looking statement due to new information, future events or any other factors. Forward-looking statements involve risks and uncertainties and do not guarantee future performance, as actual results or developments may be substantially different from the expectations described in the forward-looking statements.  In light of the risks and uncertainties described above, the events referred to in the forward-looking statements included in this press release may or may not occur, or may differ materially from those expressed in these forward-looking statements, due to factors that include but are not limited to those mentioned described in the applicable Offer Documents under "Cautionary Statement Regarding Forward-Looking Statements."  Holders are warned not to place undue reliance on any estimates or forward-looking statements in making decisions regarding the Notes or the Tender Offers.

None of Ultrapar, the tender agent, the information agent, the Dealer Managers, the trustee or any affiliate of any of them undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Ultrapar International S.A.

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