Ultrapar International S.A. Announces Increase in Consideration, New Early Tender Date and New Expiration Date for its Cash Tender Offer to Purchase up to Maximum Acceptance Amount of its Outstanding 5.250% Notes due 2029

SÃO PAULO, Brazil, April 19, 2022 /PRNewswire/ -- 

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

Ultrapar International S.A ("Ultrapar") hereby announces that it has increased the tender offer consideration for its tender offer to purchase for cash up to U.S.$435,674,000 (the "Maximum Acceptance Amount") of its outstanding 5.250% Notes due 2029 (the "2029 Notes," and such offer, the "2029 Notes Tender Offer").

The new total consideration for the 2029 Notes will be U.S.$1,015.00 per U.S.$1,000 in principal amount of 2029 Notes (the "New Total Consideration"), which includes an early tender payment (the "Early Tender Payment") of U.S.$30.00 per U.S.$1,000 principal amount of the 2029 Notes, subject to the terms and conditions set forth in the offer to purchase the 2029 Notes dated April 7, 2022 (the "Offer to Purchase").

In addition, holders validly tendering their 2029 Notes after the New Early Tender Date (as defined below) and prior to or on the New Expiration Date (as defined below), will now be eligible to receive U.S.$985.00 per U.S.$1,000 in principal amount of 2029 Notes (the "New Tender Offer Consideration"), equal to the New Total Consideration less the Early Tender Payment, also subject to the terms and conditions described in the Offer to Purchase.

In connection with the amended pricing terms for the 2029 Notes Tender Offer, Ultrapar also hereby announces a new early tender deadline for the 2029 Notes Tender Offer. To receive the New Total Consideration, holders must validly tender and not validly withdraw their 2029 Notes prior to 5:00 p.m., New York City time, on April 25, 2022 (as such date may be extended, subject to applicable law, in Ultrapar's sole discretion, the "New Early Tender Date").  Ultrapar now expects the Early Settlement Date (as defined in the Offer to Purchase) to occur on April 27, 2022.

In addition, Ultrapar hereby announces a new expiration deadline for the 2029 Notes Tender Offer, which will be 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 "New Expiration Date"). As a result, Ultrapar now expects the Final Settlement Date (as defined in the Offer to Purchase) to occur on May 10, 2022.

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

(1)  Ultrapar's obligation to accept 2029 Notes validly tendered and not validly withdrawn in the 2029 Notes Tender Offer is subject to the proration provisions described herein and in the Offer to Purchase. Ultrapar reserves the right to increase the Maximum Acceptance Amount in its sole discretion (subject to applicable law and as provided in the Offer to Purchase).

(2)  Per U.S.$1,000 principal amount of 2029 Notes tendered and accepted for purchase.

(3)  Excludes accrued interest, which will be paid in addition to the New Tender Offer Consideration or the New Total Consideration, if and as applicable.

Holders who tender their 2029 Notes may withdraw such 2029 Notes at any time prior to 5:00 p.m., New York City time, on April 25, 2022 (as such date may be extended, subject to applicable law, in Ultrapar's sole discretion, the "Withdrawal Deadline"), but not thereafter except as required by law, by following the procedures described in the Offer to Purchase.

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 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 the Maximum Acceptance Amount will not be exceeded.

If the aggregate amount of 2029 Notes validly tendered and not validly withdrawn on or prior to the New Early Tender Date exceeds the Maximum Acceptance Amount, holders who validly tender 2029 Notes after the New 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 Offer to Purchase).

Ultrapar expressly reserves the right, but is not obligated, to increase or decrease the Maximum Acceptance Amount in its sole discretion without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of holders, subject to applicable law.

The terms and conditions of the 2029 Notes Tender Offer are described in the Offer to Purchase and remain unchanged except as amended hereby.

Payment of Accrued Interest

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

2026 Notes Tender Offer

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 (the "Maximum Aggregate Tender Amount"). 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 HAS 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 DOCUMENTS) 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.

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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