Ultrapar International S.A. Announces Early Tender Results of its Cash Tender Offer for its Outstanding 5.250% Notes due 2029

SÃO PAULO, Brazil, April 26, 2022 /PRNewswire/ -- 

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

Ultrapar International S.A. ("Ultrapar") hereby announces the early tender results in connection with its tender offer to purchase for cash its outstanding 5.250% Notes due 2029 (the "2029 Notes," and such offer, the "2029 Notes Tender Offer") up to a Maximum Acceptance Amount (as defined below). The 2029 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 2029 Notes dated April 7, 2022, as amended by Ultrapar's press release on April 19, 2022 pursuant to which Ultrapar increased the tender offer consideration and established a new early tender date and expiration date (the "Offer to Purchase").

Pursuant to the terms of the Offer to Purchase, Ultrapar intends to accept for purchase U.S.$485,667,000 in aggregate principal amount of 2029 Notes (the "Maximum Acceptance Amount") for an aggregate estimated purchase price of approximately U.S.$493.0 million.

As of 5:00 p.m., New York City time, on April 25, 2022 (the "Early Tender Date"), U.S.$606,106,000 in aggregate principal amount of 2029 Notes were validly tendered and not validly withdrawn. Accordingly, as the aggregate principal amount of 2029 Notes tendered for purchase prior to the Early Tender Date exceeds the Maximum Acceptance Amount, Ultrapar will accept for purchase the 2029 Notes on a prorated basis.

Settlement of the 2029 Notes accepted for purchase in the 2029 Notes Tender Offer is expected to occur on or about April 27, 2022 (as such date may be extended, subject to applicable law, in Ultrapar's sole discretion, the "Early Settlement Date"). Upon the terms and subject to the conditions of the 2029 Notes Tender Offer set forth in the Offer to Purchase and the proration mechanics described therein, the holders of 2029 Notes who validly tendered and did not validly withdraw their 2029 Notes at or prior to the Early Tender Date will receive, on the Early Settlement Date, U.S.$1,015.00 in cash per U.S.$1,000 in principal amount of 2029 Notes accepted for purchase. This amount includes an early tender payment of U.S.$30.00 per U.S.$1,000 in principal amount of 2029 Notes accepted for purchase in the 2029 Notes Tender Offer.

In addition, Ultrapar will pay accrued and unpaid interest on the 2029 Notes purchased in the 2029 Notes Tender Offer to (but excluding) the Early Settlement Date.

The 2029 Notes Tender Offer will expire at 11:59 p.m., New York City time, on May 6, 2022 (as such date may be extended, subject to applicable law, in Ultrapar's sole discretion, the "Expiration Date").  As the aggregate principal amount of 2029 Notes tendered for purchase prior to the Early Tender Date exceeds the Maximum Acceptance Amount, no 2029 Notes tendered after the Early Tender Date shall be accepted for purchase pursuant to the 2029 Notes Tender Offer.

Any 2029 Notes tendered pursuant to the 2029 Notes Tender Offer that are not accepted and purchased by Ultrapar as a result of the operation of the proration provisions applicable to the 2029 Notes Tender Offer shall be promptly returned to the relevant tendering holders following the Expiration Date.

2026 Notes Tender Offer and Increased Maximum Aggregate Tender Amount

Simultaneously with the commencement of the 2029 Notes Tender Offer, Ultrapar commenced a tender offer to purchase for cash (the "2026 Notes Tender Offer," and together with the 2029 Notes Tender Offer, the "Tender Offers") any and all of its outstanding 5.250% notes due 2026 (the "2026 Notes" and together with the 2029 Notes, the "Notes") 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 dated as of the same date. The 2026 Notes Tender Offer expired at 5:00 p.m., New York City time, on April 13, 2022.

At the conclusion of the 2026 Notes Tender Offer, Ultrapar purchased U.S.$114,329,000 in aggregate principal amount of the 2026 Notes. Payment for the 2026 Notes validly tendered and accepted for purchase occurred on April 14, 2022, with a subsequent settlement for the 2026 Notes tendered pursuant to the guaranteed delivery procedures described in the 2026 Notes Offer to Purchase on April 18, 2022, for a total cash payment of approximately U.S.$117.5 million.

The Tender Offers together were subject to a maximum aggregate tender amount of U.S.$550,003,000 in aggregate principal amount of Notes, which Ultrapar had the option, but not the obligation, to increase up to U.S.$600,000,000 in aggregate principal amount of Notes (the "Maximum Aggregate Tender Amount"), as described in the Offer to Purchase. Considering the results of the 2029 Notes Tender Offer and due to rounding and minimum denominations, Ultrapar has elected to increase the Maximum Aggregate Tender Amount to U.S.$599,996,000.

Accordingly, the Maximum Acceptance Amount for the 2029 Notes Tender corresponds 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.

Further Information

This press release is qualified in its entirety by the Offer to Purchase.

Any 2029 Notes that are not purchased in the 2029 Notes Tender Offer will remain outstanding. To the extent that Ultrapar consummates the 2029 Notes Tender Offer, the trading market for your outstanding 2029 Notes may be significantly more limited.  For a discussion of this and other considerations, see "Special Considerations" in the Offer to Purchase.

None of the delivery of this press release, the Offer to Purchase or any purchase pursuant to the 2029 Notes Tender Offer shall under any circumstances create any implication that the information contained in this press release or such Offer to Purchase 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 2029 Notes Tender Offer. The 2029 Notes Tender Offer is being made pursuant to the Offer to Purchase, which sets forth the complete terms and conditions of the 2029 Notes Tender Offer. Holders of 2029 Notes are urged to read the Offer to Purchase carefully before making any decision with respect to their 2029 Notes. The 2029 Notes Tender Offer is not being made to, nor will Ultrapar accept tenders of 2029 Notes from, holders in any jurisdiction in which it is unlawful to make such an offer.

THE OFFER TO PURCHASE RELATING TO THE 2029 NOTES TENDER OFFER HAVE NOT 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 RELATING TO THE 2029 NOTES TENDER OFFER. 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 TO PURCHASE) OR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY 2029 NOTES IN RESPONSE TO THE 2029 NOTES TENDER OFFER. HOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO PARTICIPATE IN THE 2029 NOTES TENDER OFFER, AND, IF SO, THE PRINCIPAL AMOUNT OF 2029 NOTES TO TENDER.

The Offer to Purchase does not constitute an offer to sell or a solicitation of an offer to buy any securities (other than the 2029 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 to Purchase.

The tender agent and information agent for the 2029 Notes Tender Offer is D.F. King & Co., Inc. To contact the tender agent and information 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 2029 Notes Tender Offer is:

D.F. King & Co., Inc.

Copies of the Offer to Purchase 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 2029 Notes Tender Offer.

The Dealer Managers for the 2029 Notes Tender Offer are:

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 2029 Notes in the 2029 Notes Tender Offer. Holders must make their own decision as to whether to participate in the 2029 Notes Tender Offer, and, if so, the principal amount of the 2029 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 2029 Notes Tender Offer.

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 Offer to Purchase 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 2029 Notes or the 2029 Notes Tender Offer.

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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