MC Brazil Downstream Trading S.À R.L. Announces Early Tender Results And Receipt Of All Required Consents In Connection With Its Tender Offer For Any And All Of Its Outstanding 7.250% Senior Secured Notes Due 2031 And Related Consent Solicitation
| Description of Notes | CUSIP/ISIN | Original Principal Amount | Outstanding Principal Amount Reflecting any Amortization(1) | Principal Amount Tendered as of the Early Tender Payment Deadline(2) | Tender Offer Consideration(3)(4) | Early Tender Payment(3)(5) | Total Consideration(3)(6) |
| 7.250% Senior Secured Notes due 2031 | 55292WAA8 and L626A6AA2 / US55292WAA80 and USL626A6AA24 | U.S.$1,800,000,000 | U.S.$1,580,020,110.00 | U.S.$1,701,744,000 | U.S.$990.00 | U.S.$50.00 | 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| (2) | Reflects the original principal amount of Notes validly tendered (and not validly withdrawn) as of the Early Tender Payment Deadline, which has not been multiplied by the Amortization Factor. | |
| (3) | The Tender Offer Consideration, Early Tender Payment or Total Consideration, as applicable, will be multiplied by the Amortization Factor. | |
| (4) | Per U.S.$1,000 of original principal amount of Notes validly tendered (and not validly withdrawn) after the Early Tender Payment Deadline but at or prior to the Expiration Time and accepted for purchase, not including accrued interest. Reflects the increase announced on October 19, 2026. | |
| (5) | Per U.S.$1,000 of original principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Payment Deadline and accepted for purchase, not including accrued interest. | |
| (6) | The total amount to be paid for each U.S.$1,000 of original principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Payment Deadline and accepted for purchase, not including accrued interest. Reflects the increase announced on October 19, 2026. | |
Early Tender Results; Receipt of All Required Consents
According to information provided by D.F. King & Co., Inc., the information agent and tender agent for the Tender Offer and the Consent Solicitation (the "Tender and Information Agent"), as of the Early Tender Payment Deadline, U.S.$1,701,744,000 original principal amount of the Notes, representing approximately 94.54% of the original principal amount of the Notes, in each case without giving effect to the Amortization Factor, had been validly tendered (and not validly withdrawn), and the related Consents validly delivered (and not validly revoked). As a result, the Issuer received, on October 21, 2026 at 5:00 p.m., New York City time, the Consents of Holders of more than 50% of the Outstanding Principal Amount as of the Record Date (not including any Notes owned by the Issuer or its affiliates) (the "Requisite Consent"). Accordingly, the Requisite Consent Condition has been satisfied.
In addition, the Issuer has received (i) the consent of Holders and Commodity Hedge Providers collectively representing more than 85% of the Combined Exposure (the "ICA Supermajority Consent"), based on the tabulation of the Tender and Information Agent and subject to confirmation by the ICA Agent in accordance with the ICA, (ii) the consent of the LFA Participant Banks holding LFA Commitments collectively representing more than 50% of the total LFA Commitments (the "LFA Consent") and (iii) the consent of all Hedge Providers (the "All Hedge Providers Consent"). Accordingly, the Issuer has received all of the Amendment-Specific Necessary Consents in respect of each of Proposed Amendment No. 1 (Restrictive Covenant Amendments), Proposed Amendment No. 2 (Events of Default Amendments), Proposed Amendment No. 3 (Payment Waterfall Amendments), Proposed Amendment No. 4 (Shared Collateral Release and Related Termination Amendments) and Proposed Amendment No. 5 (Amendment/Partial Termination of the ICA Amendments), and the Other Consents Condition has been satisfied.
Subject to the satisfaction or waiver, as applicable, of the Conditions, all of the Proposed Amendments are expected to become operative on the Early Settlement Date. For additional information, see the Statement.
Consideration
Holders who validly tendered (and did not validly withdraw) their Notes, and thereby validly delivered (and did not validly revoke) the related Consents, at or prior to the Early Tender Payment Deadline, and whose Notes are accepted for purchase, will be eligible to receive the Total Consideration (as set forth in the table above), which includes the Early Tender Payment (as set forth in the table above), plus accrued interest, on the Early Settlement Date.
Holders who validly tender their Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time, and whose Notes are accepted for purchase, will be eligible to receive only the Tender Offer Consideration (as set forth in the table above), plus accrued interest, on the Final Settlement Date. If the Proposed Amendments become operative on the Early Settlement Date, such Holders will be tendering Notes that, from and after the Early Settlement Date, are no longer entitled to the benefit of substantially all of the restrictive covenants, the various events of default and related provisions eliminated by the Proposed Amendments, or the collateral package, and such Holders will nonetheless receive only the Tender Offer Consideration plus accrued interest.
Supplemental Indenture
Following receipt of the Requisite Consent, the Issuer and The Bank of New York Mellon, as indenture trustee (the "Trustee"), have entered into the Supplemental Indenture, dated as of October 21, 2026, which effects to the Indenture-Related Proposed Amendments in the Indenture. The Supplemental Indenture will become effective immediately upon its execution. However, the Indenture-Related Proposed Amendments will not become operative until the Early Settlement Date, and only to the extent that the applicable Conditions have been satisfied or waived, as applicable. If the Tender Offer and the Consent Solicitation are terminated, withdrawn or otherwise not completed prior to the Early Settlement Date, the Proposed Amendments will not become operative, notwithstanding the execution of the Supplemental Indenture. Once the Proposed Amendments have become operative, they will be binding on all Holders whose Notes remain outstanding, including Holders that did not tender their Notes. For more information, see the Statement.
To effect Proposed Amendment No. 4 and Proposed Amendment No. 5, the ICA Amendment is expected to be executed and delivered by the parties thereto promptly following confirmation by the ICA Agent of the receipt of the ICA Supermajority Consent. The applicable Shared Collateral Release Documents will be executed, delivered, filed, recorded and/or submitted, as applicable, in accordance with the terms of the ICA Amendment.
Withdrawal Rights
Pursuant to the terms of the Statement, the Withdrawal Deadline occurred on October 21, 2026 upon receipt of the Requisite Consent. Accordingly, Notes validly tendered and Consents validly delivered, including Notes tendered and Consents delivered after the Early Tender Payment Deadline and at or prior to the Expiration Time, may not be withdrawn or revoked, except as may be required by applicable law.
Settlement; Expiration Time
Subject to the satisfaction or waiver, as applicable, of the Conditions, the Early Settlement Date is expected to occur on or about October 29, 2026, which is on or about six (6) business days after the Early Tender Payment Deadline. The Expiration Time is 5:00 p.m., New York City time, on November 4, 2026, unless extended or earlier terminated by the Issuer, and the Final Settlement Date is expected to occur on or about November 5, 2026, which is on or about one (1) business day after the Expiration Time.
Conditions
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. As of the date of this press release, the Requisite Consent Condition, Supplemental Indenture Condition and the Other Consents Condition have been satisfied. The Financing Condition is expected to be satisfied at or prior to the Early Settlement Date, as described above. 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.
Subject to applicable law, we reserve the right, in our sole discretion: (1) to waive any Condition to the Tender Offer and the Consent Solicitation other than the Requisite Consent Condition, in whole or in part, at any time and from time to time; (2) to extend, terminate or withdraw the Tender Offer and the Consent Solicitation at any time; and (3) to otherwise amend the Tender Offer and/or the Consent Solicitation in any respect at any time and from time to time.
Further Information
Copies of the Statement are available to Holders from 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 New Notes Offering is not and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and the New Notes will not be offered or sold in the United States or to U.S. citizens without an applicable exemption from the registration requirements of the Securities Act.
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. No recommendation is made by us, the Dealer Manager and Solicitation Agent, the Tender and Information Agent, the Trustee, the ICA Agent, the Secured Facility Offshore Collateral Agent or the LFA Offshore Collateral Agent as to whether Holders should tender their Notes or deliver Consents. Holders should carefully read the Statement and the related materials, because they contain important information, including the various terms and conditions of the Tender Offer and the Consent Solicitation.
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. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Tender Offer and the Consent Solicitation, the confirmation of the ICA Supermajority Consent by the ICA Agent, the execution of the ICA Amendment and any other agreements described in the Statement, the timing of the Proposed Amendments becoming operative, the expected Early Settlement Date and Final Settlement Date, the satisfaction of the Financing Condition and the other Conditions, including the timing thereof, and the performance of our agreement in principle with certain key Holders. These statements are based on certain assumptions made by the Issuer based on the experience of the management of the Issuer and the Guarantor and their perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. 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 such statement is made and neither the Issuer nor the Guarantor shall correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, 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
Av. das Nações Unidas, No. 14.171, 26th floor, Tower C
São Paulo, SP, Brazil
Tel: +55 (11) 5225 8900
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