Ultrapar International S.A. Announces Expiration and Tender Results of its Cash Tender Offer for Any and All of its Outstanding 5.250% Notes due 2026 and Confirms Maximum Acceptance Amount for Ongoing Cash Tender Offer for its 5.250% Notes due 2029

SÃO PAULO, April 14, 2022  /PRNewswire/ --

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

Ultrapar International S.A. ("Ultrapar") hereby announces the tender results in connection with its tender offer to purchase for cash any and all of its outstanding 5.250% Notes due 2026 (the "2026 Notes," and such offer, the "2026 Notes Tender Offer") for the purchase price set forth in the table below.

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 dated as of the same date (the "Notice of Guaranteed Delivery" and, together with the 2026 Notes Offer to Purchase, the "2026 Notes Offer Documents").

As previously announced, the expiration date and time for the 2026 Notes Tender Offer was 5:00 p.m., New York City time, on April 13, 2022 (such date and time, the "2026 Notes Expiration Date"). As of the 2026 Notes Expiration Date, U.S.$114,129,000 in aggregate principal amount of the 2026 Notes outstanding had been validly tendered and not validly withdrawn pursuant to the 2026 Notes Tender Offer (not including approximately U.S.$400,000 in principal amount of 2026 Notes for which notice of guaranteed delivery was given but which have not yet been delivered).  All 2026 Notes validly tendered and not validly withdrawn have been accepted for purchase, and the aggregate purchase price therefor amounts to approximately U.S.$117.3 million.

Payment for the 2026 Notes 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 occur on April 14, 2022 (the "2026 Notes Settlement Date").

Payment for the 2026 Notes 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") subject to, and after, receipt by the tender agent and information agent of a duly executed Notice of Guaranteed Delivery and other required documents at or prior to the 2026 Notes Expiration Date and delivery of the tendered 2026 Notes by 5:00 p.m., New York City time, on April 15, 2022, the second business day following the 2026 Notes Expiration Date, all as provided in the 2026 Notes Offer Documents.

Ultrapar will pay accrued and unpaid interest on 2026 Notes validly tendered and accepted in the 2026 Notes Tender Offer from and including the last interest payment date for such 2026 Notes up to, but not including, the 2026 Notes 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.

Simultaneously with the commencement of the 2026 Notes Tender Offer, Ultrapar also commenced its tender offer to purchase for cash certain of its outstanding 5.250% Notes due 2029 (the "2029 Notes," and together with the 2026 Notes, the "Notes," and such offer, the "2029 Notes Tender Offer," and together with the 2026 Notes Tender Offer, the "Tender Offers") 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 (the "2029 Notes Offer to Purchase," and together with the 2026 Notes Offer Documents, the "Offer Documents").

The Notes accepted for purchase in the Tender Offers considering both the 2026 Notes and 2029 Notes that may be tendered and accepted for purchase by Ultrapar will not exceed U.S.$550,003,000 in aggregate outstanding principal amount (the "Maximum Aggregate Tender Amount"). As a result, the 2029 Notes Tender Offer is 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").

Accordingly, as of the 2026 Notes Expiration Date, considering the results of the 2026 Notes Tender Offer announced hereby, the 2029 Maximum Acceptance Amount is U.S.$435,874,000, which may be subject to change prior to the early tender deadline for the 2029 Notes Tender Offer based upon the principal amount of 2026 Notes that will be settled pursuant to the guaranteed delivery procedures for the 2026 Notes Tender Offer.

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 tender agent and information agent for each of the Tender Offers 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.

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.

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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