MC Brazil Downstream Trading S.À R.L. Announces Increase In Tender Offer Consideration And Total Consideration In Connection With Its Tender Offer For Any And All Of Its Outstanding 7.250% Senior Secured Notes Due 2031 And Related Consent Solicitation

(MENAFN- GlobeNewsWire - Nasdaq) THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE SUCH ANNOUNCEMENT

São Paulo, Brazil, Oct. 19, 2026 (GLOBE NEWSWIRE) -- MC Brazil Downstream Trading S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at L-1855 Luxembourg, 46A, Avenue John F. Kennedy, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) under number B256773 (the“Issuer” or“we”), a wholly-owned subsidiary of Refinaria de Mataripe S.A., a corporation (sociedade por ações) organized and existing under the laws of Brazil (the“Guarantor”), announced today that, based on an agreement in principle reached with certain key holders of the Notes holding approximately U.S.$397.0 million of original principal amount of Notes, it has amended the terms of its previously announced offer to purchase for cash (the“Tender Offer”) any and all of its outstanding 7.250% Senior Secured Notes due 2031 (the“Notes”), as set forth in the offer to purchase and consent solicitation statement, dated October 7, 2026 (as amended by this press release, the“Statement”). The Total Consideration (as defined in the Statement) has increased from U.S.$1,030.00 to U.S.$1,040.00 per U.S.$1,000 of original principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Payment Deadline and accepted for purchase. Correspondingly, the Tender Offer Consideration (as defined in the Statement) has increased from U.S.$980.00 to U.S.$990.00 per U.S.$1,000 of original principal amount of Notes validly tendered (and not validly withdrawn) after the Early Tender Payment Deadline but at or prior to the Expiration Time (as defined in the Statement) and accepted for purchase. Each of the Tender Offer Consideration, the Early Tender Payment and the Total Consideration, as applicable, will continue to be multiplied by the Amortization Factor (as defined below).

The increased Tender Offer Consideration and, consequently, the increased Total Consideration apply to all Notes validly tendered (and not validly withdrawn) and accepted for purchase, including Notes tendered prior to the date of this press release. Holders (as defined in the Statement) who have already validly tendered their Notes through DTC's Automated Tender Offer Program (“ATOP”) (and not validly withdrawn them) do not need to re-submit their tender instructions and will automatically benefit from the increase in the Total Consideration. Except as described in this press release, all other terms and conditions of the Tender Offer (as defined in the Statement) and the Consent Solicitation (as defined in the Statement) remain unchanged, including the Early Tender Payment (as defined in the Statement), which will continue to be U.S.$50.00 per U.S.$1,000 of original principal amount of Notes, the Early Tender Payment Deadline (as defined in the Statement), the Withdrawal Deadline (as defined in the Statement), the Early Settlement Date (as defined in the Statement), the Expiration Time and the Final Settlement Date (as defined in the Statement).

The following table sets forth certain information relating to the Tender Offer and Consent Solicitation, as amended by this press release:

Description of Notes	CUSIP/ISIN	Original Principal Amount	Outstanding Principal Amount Reflecting any Amortization (1)	Tender Offer Consideration (2)(3)	Early Tender Payment (2)(4)	Total Consideration (2)(5)
	7.250% Senior Secured Notes due 2031 (the“Notes”)	55292WAA8 and L626A6AA2/ US55292WAA80 and USL626A6AA24	U.S.$1,800,000,000	U.S.$1,580,020,110.00	U.S.$990.00	U.S.$50	U.S.$1,040.00
(1)	Reflects the original principal amount of the Notes as of the Record Date (as defined in the Statement), multiplied by an amortization factor of 0.877789 (the“Amortization Factor”). The Amortization Factor results from the fact that the Notes have been partially amortized.
(2)	The Tender Offer Consideration, Early Tender Payment or Total Consideration, as applicable, will be multiplied by the Amortization Factor.
(3)	Per U.S.$1,000 of original principal amount of Notes validly tendered (and not withdrawn) after the Early Tender Payment Deadline but at or prior to the Expiration Time and accepted for purchase, not including accrued interest.
(4)	Per U.S.$1,000 of original principal amount of Notes validly tendered (and not withdrawn) at or prior to the Early Tender Payment Deadline and accepted for purchase, not including accrued interest.
(5)	The total amount to be paid for each U.S.$1,000 of original principal amount of Notes validly tendered (and not withdrawn) at or prior to the Early Tender Payment Deadline and accepted for purchase, not including accrued interest.

Our obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned on the satisfaction or waiver of certain conditions (the“Conditions”), including, among other things, (i) the Requisite Consent Condition, (ii) the Supplemental Indenture Condition, (iii) the Other Consents Condition, (iv) the Financing Condition and (v) the General Conditions, each as defined and described in the Statement. The Conditions will be tested at or prior to the applicable Settlement Date. No assurance can be given that any of the Conditions will be satisfied or waived.

Copies of the Statement are available to Holders from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer and the Consent Solicitation (the“Tender and Information Agent”). Requests for additional copies of the Statement or any other document relating to the Tender Offer or the Consent Solicitation should be directed to the Tender and Information Agent in New York at +1 (646) 503-5595 (banks and brokers, collect) or +1 (800) 431-9645 (all others, toll-free) or by email at....

We have retained Citigroup Global Markets Inc. to act as the exclusive dealer manager for the Tender Offer and the exclusive solicitation agent for the Consent Solicitation (the“Dealer Manager and Solicitation Agent”). Questions regarding the terms of the Tender Offer and the Consent Solicitation may be directed to the Dealer Manager and Solicitation Agent at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 (collect).

Neither the Statement nor any related documents have been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Statement or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offer and the Consent Solicitation are being made solely on the terms and conditions set forth in the Statement. Under no circumstance shall this press release constitute an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities or a solicitation of Consents. The Tender Offer and the Consent Solicitation are not being made to, nor will we accept tenders of Notes or delivery of Consents from, Holders in any jurisdiction in which the Tender Offer and the Consent Solicitation would not be in compliance with the securities or blue sky laws of such jurisdiction.

Forward-Looking Statements

Disclosures in this press release contain forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward-looking statements, including statements regarding the consummation of the Tender Offer and the Consent Solicitation, the payment of the Tender Offer Consideration and Total Consideration, the performance of our agreement with certain key Holders and any other agreements described herein or in the Statement. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Issuer and the Guarantor, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Any forward-looking statement applies only as of the date on which it is made and neither the Issuer nor the Guarantor shall correct or update any forward-looking statement, except as required by law.

About the Company

Refinaria de Mataripe S.A., an affiliate of the Issuer, owns and operates the Landulpho Alves refinery, located in São Francisco do Conde in the Recôncavo Baiano region of Brazil, including its related logistic assets. The Issuer is a wholly owned subsidiary of Refinaria de Mataripe S.A. and organized under the laws of Luxembourg as a private limited liability company (société à responsabilité limitée).

Refinaria de Mataripe S.A.

Investor Relations
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