Raizen Fuels Finance S.A. announces expiration and results of cash tender offer

SÃO PAULO, March 1, 2024 /PRNewswire/ — Raizen Fuels Finance S.A. (“Raizen Fuels”) today announces the expiration and results of its previously announced offer to purchase (the “Offer”) for cash any and all of the outstanding 5.300% notes due 2027 (the “Notes”) issued by Raizen Fuels and guaranteed by Raízen S.A. and Raízen Energia S.A. (together, the “Guarantors”).

The Offer was made upon the terms and subject to the conditions set forth in the offer to purchase dated February 26, 2024 (the “Offer to Purchase”).

As of 5:00 p.m. (New York City time) today (the “Expiration Date”), according to information received from D.F. King & Co., Inc., the information and tender agent for the Offer, U.S.$.382,999,000, or approximately 52.83%, of the principal amount outstanding of the Notes was validly tendered, and not validly withdrawn.

The following table sets forth certain information relating to the Offer, including the principal amount of the Notes validly tendered and not validly withdrawn and accepted for purchase in the Offer.

The deadline for holders of Notes to tender their Notes in the Offer was the Expiration Date or, for Notes tendered pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase), the Guaranteed Delivery Date (as defined in the Offer to Purchase). Accordingly, Notes that have been validly tendered and not validly withdrawn may not be withdrawn or such tenders revoked, except as required by applicable law.

Holders who validly tendered and did not validly withdraw their Notes in the Offer on or prior to the Expiration Date or the Guaranteed Delivery Date, as applicable, will be eligible to receive the total consideration of U.S.$1,000.33 per U.S.$1,000 principal amount of Notes tendered (the  “Consideration”). The Consideration payable for the Notes accepted for purchase in the Offer was determined in the manner described in the Offer to Purchase by reference to the Fixed Spread plus the yield calculated to the maturity date of the Notes, based on the bid-side price of the Reference U.S. Treasury Security for the Notes as of 11:00 a.m. (New York City time) today.

The settlement date of the Offer will occur promptly after the acceptance by Raizen Fuels for purchase of the Notes validly tendered at or prior to the Expiration Date or at or prior to the Guaranteed Delivery Date, for Notes tendered using the Guaranteed Delivery Procedures, and is expected to be no later than three business days following the Expiration Date, on March 6, 2024 (the “Settlement Date”), subject to extension by Raizen Fuels in its sole discretion.

In addition to the Consideration, holders whose Notes are tendered and accepted for purchase in the Offer, including Notes tendered pursuant to the Guaranteed Delivery Procedures, will be paid accrued and unpaid interest on the Notes from, and including, the last interest payment date to, but excluding, the Settlement Date (“Accrued Interest”), payable on the Settlement Date. For the avoidance of doubt, Raizen Fuels will not pay accrued interest for any periods following the Settlement Date in respect of any Notes purchased in the Offer.

Completion of the Offer was conditioned upon the satisfaction or waiver of certain conditions described in the Offer to Purchase, which have been satisfied.

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Raizen Fuels has retained Citigroup Global Markets Inc., Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC to serve as dealer managers and D.F. King & Co., Inc. to serve as information and tender agent for the Offer. The Offer to Purchase, the related Notice of Guaranteed Delivery and any related supplements are available at the D.F. King & Co., Inc. website at www.dfking.com/raizen. The full details of the Offer, including complete instructions on how to tender Notes, are included in the Offer to Purchase. Holders of Notes are strongly encouraged to carefully read the Offer to Purchase because it contains important information. Requests for the Offer to Purchase and any related supplements may also be directed to D.F. King & Co., Inc. by telephone at +1 (212) 269-5550 or +1 (800) 714-3305 (US toll free) or in writing at [email protected]. Documents relating to the Offer, including the Offer to Purchase and the Notice of Guaranteed Delivery, are also available at www.dfking.com/raizen. Questions about the Offer may be directed to Citigroup Global Markets Inc. by telephone at +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 (collect); Itau BBA USA Securities, Inc. by telephone at +1 (888) 770-4828 (toll free) or + 1 (212) 710-6749 (collect); J.P. Morgan Securities LLC by telephone at +1 (866) 846-2874 (toll free) or +1 (212) 834-7279 (collect); and Morgan Stanley & Co. LLC by telephone at + (800) 624-1808 (toll free) or +1 (212) 761-1057(collect).

This press release shall not constitute an offer to purchase or a solicitation of acceptance of the offer to purchase. Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any regulatory authority of any other country has approved or disapproved of the Offer, passed upon the merits or fairness of the Offer or passed upon the adequacy or accuracy of the disclosure in the Offer to Purchase.

About Raizen Fuels, Raizen and Raizen Energia

Raizen Fuels Finance S.A. is a public limited liability company (société anonyme) organized and existing under the laws of the Grand Duchy of Luxembourg since January 20, 2014, having its registered office at 16, rue Eugène Ruppert, L-2453 Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) under number B184033, and is a wholly-owned subsidiary of Raízen Energia, who, in its turn, is wholly-owned by Raízen S.A.

Raízen S.A. is a publicly-held corporation (sociedade anônima) under the laws of Brazil. Raízen S.A. is the parent guarantor and ultimate holding company of the Raízen group. Raízen S.A.’s executive offices are located at Avenida Afonso Arinos de Melo Franco, 222, Block 2, Room 321, in the City of Rio de Janeiro, State of Rio de Janeiro, CEP 22631-455, Brazil, and its telephone number is +55 11 2344-6200.

Raízen Energia S.A. is a corporation (sociedade anônima) under the laws of Brazil, and a wholly-owned direct subsidiary of Raízen S.A.  Raízen Energia’s executive offices are located at Avenida Brigadeiro Faria Lima, 4.100, 11th floor, in the City of São Paulo, State of São Paulo, CEP 04538-132, Brazil.

Forward-Looking Statements

Statements in this press release may be “forward-looking statements” 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, which are subject to risks and uncertainties. Other than statements of historical fact, information regarding activities, events and developments that Raizen Fuels and the Guarantors expect or anticipate will or may occur in the future are forward-looking statements based on management’s estimates, assumptions and projections. Many forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “intend,” “plan,” “believe, “estimate” and similar expressions. Forward-looking statements contained in this press release are predictions only and actual results could differ materially from management’s expectations due to a variety of risk factors. All forward-looking statements attributable to Raizen Fuels or the Guarantors are expressly qualified in their entirety by such risk factors. The forward-looking statements that Raizen Fuels or the Guarantors make in this press release are based on management’s current views and assumptions regarding future events and speak only as of their dates. Raizen Fuels or the Guarantors assume no obligation to update developments of these risk factors or to announce publicly any revisions to any of the forward-looking statements that Raizen Fuels or the Guarantors make, or to make corrections to reflect future events or developments, except as required by the U.S. federal securities laws.

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SOURCE Raizen Fuels Finance S.A.