U.S.J. - Açúcar e Álcool S.A. Announces Final Results Of The Exchange Offer And Consent Solicitation For Any And All Of Its (i) 9.875% Senior Notes Due 2019 And (ii) 9.875%/12.00% Senior Secured PIK Toggle Notes Due 2021

SÃO PAULO, May 22, 2019 /PRNewswire/ -- U.S.J. – Açúcar e Álcool S.A. (the "Company") announced today the expiration and results of its previously announced private offer to exchange (the "Exchange Offer") any and all of its outstanding (i) 9.875% Senior Notes due 2019 (the "2019 Notes") and (ii) 9.875%/12.00% Senior Secured PIK Toggle Notes due 2021 (the "2021 Notes" and, together with the 2019 Notes, the "Existing Notes") for its newly issued 9.875%/10.500% Senior Secured PIK Notes Due 2023 (the "New Notes") and, in the case of 2019 Notes only, New Notes and cash, and its concurrent solicitation of consents (the "Consent Solicitation" and, together with the Exchange Offer, the "Exchange Offer and Consent Solicitation") to (i) certain proposed amendments to the indenture governing the 2021 Notes, which would eliminate substantially all of the restrictive covenants and certain events of default and related provisions under such indenture and (ii) termination of the security agreements and release the security interests in the collateral securing the 2021 Notes (collectively, the "Proposed Amendments").   

As of the expiration of the Exchange Offer and Consent Solicitation at 11:59 p.m., New York City time, on May 21, 2019, Eligible Holders (as defined below) had validly tendered and delivered consents with respect to (i) U.S.$20,359,000 in aggregate principal amount of the 2019 Notes, representing 69.95% in aggregate principal amount of the outstanding 2019 Notes; and (ii) U.S.$243,413,485 in aggregate principal amount of the 2021 Notes, representing 98.10% in aggregate principal amount of the outstanding 2021 Notes. The Company has accepted for exchange, and will promptly pay the applicable consideration for all of the Existing Notes validly tendered and not validly withdrawn on or prior to the expiration of the Exchange Offer and Consent Solicitation, and, in case of the 2021 Notes, prior to the execution of the supplemental indenture. Settlement of the Exchange Offer is expected to occur on May 24, 2019. The Company will issue (i) U.S.$256,992,938 in aggregate principal amount of New Notes in exchange for all of the Existing Notes tendered and accepted by the Company plus (ii) New Notes in an aggregate principal amount equal to the accrued and unpaid interest on each of the Existing Notes accepted for exchange at a rate equal to 10.500% per annum up to but excluding the settlement date.    

The Exchange Offer and Consent Solicitation was made, and the New Notes were being offered and issued, only:

(a) in the United States, to holders of Existing Notes who are "Qualified Institutional Buyers" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"));

(b) outside the United States, subject to items (c) and (d) below, to holders of Existing Notes who are persons other than "U.S. Persons" (as defined in Regulation S under the Securities Act);

(c) in the EEA, to holders of Existing Notes who are (i) persons other than U.S. Persons, and (ii) who are not retail investors. For the purposes hereof, the expression retail investor means a person who is (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) "Qualified Investors" as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive");

(d) in the UK, to holders of Existing Notes who are persons other than U.S. Persons, and who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) persons who are within Article 43(2) of the Order; or (iii) high net worth companies, and other persons, falling within Article 49(2)(a) to (d) of the Order.

The holders of Existing Notes who certified to the Company that they were eligible to participate in the Exchange Offer and Consent Solicitation pursuant to at least one of the foregoing conditions are referred to as "Eligible Holders."

The Exchange Offer and the New Notes have not been, and will not be, registered with the Brazilian Comissão de Valores Mobiliários (CVM). The Exchange Offer and the New Notes are not offered or sold in Brazil, except in circumstances that do not constitute a public offering or unauthorized distribution under Brazilian laws and regulations.

The New Notes have not been registered under the Securities Act or any state securities laws.  Accordingly, the New Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom.

This press release is neither an offer to sell nor the solicitation of an offer to buy any security. This press release is also not a solicitation of any consent to the Proposed Amendments.

The complete terms and conditions of the Exchange Offer and Consent Solicitation are set forth in the Company's Exchange Offer Memorandum and Consent Solicitation Statement, dated March 25, 2019, as supplemented by the offering memorandum supplement dated May 1, 2019 and the offering memorandum supplement dated May 8, 2019.

D.F. King & Co., Inc. acted as the information agent and the exchange agent for the Offer.

NOTICE REGARDING FORWARD-LOOKING STATEMENTS 

This press release contains statements that are forward-looking within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the Company that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although the Company believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to the Company's management, the Company cannot guarantee future results or events. The Company expressly disclaims a duty to update any of the forward-looking statements.

Contact: D.F. King, [email protected]

SOURCE Acucar e Alcool S.A.