Cuiabá, Brazil, Oct. 23, 2026 (GLOBE NEWSWIRE) -- Amaggi Luxembourg International S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B250037 (the “Company”) announces today the expiration and results of its previously announced offer to purchase for cash up to U.S.$300 million aggregate principal amount (the “Maximum Tender Amount”) of its outstanding 5.250% Notes due 2028 (the “Notes”) (the “Offer”). Capitalized terms used but not defined herein have the meanings set forth in the Offer to Purchase.
The Offer was made upon the terms and subject to the conditions set forth in the offer to purchase dated October 19, 2026 (the “Offer to Purchase”), previously distributed to Holders.
As of 5:00 p.m. (New York City time) today (the “Expiration Time”) according to information received from D.F. King & Co., Inc., the information and tender agent for the Offer (the “Information and Tender Agent”), U.S.$257,472,000, or approximately 39.28%, of the principal amount outstanding of the Notes was validly tendered and not validly withdrawn.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forth certain information relating to the Offer, including the principal amount of Notes validly tendered, not validly withdrawn, and accepted for purchase:
| Security Description | CUSIP/ISIN | Principal Amount Outstanding Prior to the Offer | Principal Amount Validly Tendered and Not Validly Withdrawn at or Prior to the Expiration Time | Principal Amount Accepted for Purchase | Principal Amount Outstanding Following the Tender Offer | Consideration(1) | ||||||
| 5.250% Notes due 2028 | 144A: 02265W AA3 / US02265WAA36 Reg S: L0183B AA9 / USL0183BAA90 | U.S.$655,406,000(2) | U.S.$257,472,000 | U.S.$257,472,000 | U.S.$397,934,000(2) | U.S.$990.00 |
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(1) The amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered and not validly withdrawn prior to the Expiration Time and accepted for purchase, excluding accrued and unpaid interest.
(2) The Company currently holds Notes amounting to U.S.$37,558,000 in aggregate principal amount.
The deadline for Holders of Notes to tender their Notes in the Offer was the Expiration Time. Accordingly, Notes that have been validly tendered and not validly withdrawn may no longer be withdrawn, unless the Company (i) makes a material change in the terms of the Offer that is, in the Company’s determination, adverse to the interests of tendering Holders of the Notes or (ii) is otherwise required by law to permit withdrawal.
The consideration for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Time and accepted for purchase pursuant to the Offer will be U.S.$990.00 (the “Consideration”).
The Company expects the settlement date to be on or around October 27, 2026, being the second Business Day following the Expiration Time (the “Settlement Date”).
In addition, the Company will pay all accrued and unpaid interest on the Notes purchased pursuant to the Offer up to, but not including, the Settlement Date (the “Accrued Interest”). For the avoidance of doubt, the Company will not pay Accrued Interest for any periods following the Settlement Date in respect of any Notes purchased in the Offer, provided payment of the Consideration and the Accrued Interest are made by the Company on the Settlement Date in accordance with the Offer to Purchase.
As the aggregate principal amount of Notes validly tendered and not validly withdrawn did not exceed the Maximum Tender Amount, the Company has accepted for purchase all Notes validly tendered and not validly withdrawn in the Offer at or prior to the Expiration Time. No proration was required
The complete terms and conditions of the Offer are described in the Offer to Purchase. Copies of the Offer to Purchase may be obtained from D.F. King & Co., Inc., the information and tender agent for the Offer. Requests for copies of the Offer to Purchase should be directed to the Information and Tender Agent at +1 (877) 297-1744 (toll-free), (212) 914-0093 (collect), amaggi@dfking.com, or www.dfking.com/amaggi.
The Company has engaged Banco Bradesco BBI S.A. and Santander US Capital Markets LLC to act as dealer managers (the “Dealer Managers”) in connection with the Offer. Questions regarding the Offer may be directed to Banco Bradesco BBI S.A. at +1 (646) 432 6643 (collect) and Santander US Capital Markets LLC at +1 (212) 940 1442 (collect) and +1 (855) 404 3636 (toll-free).
This press release is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes or any other securities, and is not an offer to sell or a solicitation of an offer to buy any securities. The Offer was made solely pursuant to the terms of the Offer to Purchase. The Offer was not made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
None of the Company, the Dealer Managers, the Information and Tender Agent or the trustee with respect to the Notes, nor any of their respective affiliates, has authorized any person to give any information or to make any representation in connection with the Offer other than the information and representations contained in 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.
Cautionary Statement on Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements often are preceded by words such as “believes,” “expects,” “may,” “anticipates,” “plans,” “intends,” “assumes,” “will” or similar expressions. The forward-looking statements contained herein include statements about the Offer. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that prove to be incorrect. In addition, the business and operations of the Company involve numerous risks and uncertainties, many of which are beyond its control, which could result in such expectations not being realized or otherwise materially affect the financial condition, results of operations and cash flows of the Company.
The forward-looking statements are made only as of the date hereof, and the Company does not undertake any obligation to (and expressly disclaims any obligation to) update any forward-looking statements to reflect events or circumstances after the date such statements were made, or to reflect the occurrence of unanticipated events. In light of the risks and uncertainties described above, and the potential for variation of actual results from the assumptions on which certain of such forward-looking statements are based, investors should keep in mind that the results, events or developments disclosed in any forward-looking statement made in this document may not occur, and that actual results may vary materially from those described herein, including those described as anticipated, expected, targeted, projected or otherwise.
Disclaimer
This press release must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Offer. If any Holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Company, the Dealer Managers, the Information and Tender Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Holders of Notes should participate in the Offer. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender.
Investor Relations Contact
Amanda Sayed
Financial Planning and Investor Relations Supervisor
amanda.sayed@amaggi.com.br
