Ambipar Lux S.à r.l. announces early tender results of cash tender offer for its 9.875% Senior Notes due 2031

SÃO PAULO, Feb. 5, 2025 /PRNewswire/ -- Ambipar Lux S.à r.l. ("Ambipar Lux" or "Offeror") announces the early results as of 5:00 p.m., New York City time, on February 4, 2025 (the "Early Tender Date") of its previously announced offer to purchase for cash up to the Maximum Amount (as defined below) (the "Offer") of the outstanding 9.875% Senior Notes due 2031 (the "2031 Green Notes" or the "Notes") issued by Ambipar Lux and guaranteed by Ambipar Participações e Empreendimentos S.A., Environmental ESG Participações S.A. and Ambipar Emergency Response (together, the "Guarantors").

The Offer is being made upon the terms and subject to the conditions set forth in the previously announced offer to purchase dated January 22, 2025 (the "Offer to Purchase").

The Offeror has been advised by the information and tender agent that, as of the Early Tender Date, the amount of Notes set forth in the table below were validly tendered and not validly withdrawn. As set forth in the table below, the Notes validly tendered and not validly withdrawn as of the Early Tender Date will be accepted for purchase up to the Maximum Amount after giving effect to proration (as described below).

The following table summarizes the early results of the Offer.

Since the Maximum Amount has been reached in respect of tenders made prior to the Early Tender Date, no Notes that are validly tendered after the Early Tender Date will be accepted for purchase, even if validly tendered and not validly withdrawn. Notes tendered on or prior to the Early Tender Date were accepted to purchase on a prorated basis such that Ambipar Lux purchases an aggregate principal amount of Notes that results in the total purchase price, including any applicable Tender Consideration and Early Tender Premium but excluding any applicable Accrued Interest (in each case, as defined below), not exceeding the Maximum Amount in the Offer.  All Notes not accepted as a result of proration will be rejected from the Offer and promptly returned to the tendering Holder.

Holders who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Date, in the manner described in the previously announced Offer to Purchase, will be eligible to receive the Total Consideration, which includes the Early Tender Payment, plus Accrued Interest.

The Total Consideration for each US$1,000.00 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase pursuant to the Offer will be US$1,015.00 (the "Total Consideration"), which includes an early tender premium of U.S.$30.00 (the "Early Tender Premium") and the consideration of US$985.00 (the "Tender Consideration").

Holders whose Notes are accepted for payment as of the Early Tender Date pursuant to the Offer will be paid accrued and unpaid interest on the Notes ("Accrued Interest") up to, but excluding, the Early Settlement Date. The Offeror will not pay Accrued Interest for any periods following the Early Settlement Date in respect of any Notes accepted in the Offer as of the Early Tender Date. Accrued Interest on Notes accepted in the Offer as of the Early Tender Date will cease to accrue on the Early Settlement Date. The Early Settlement Date is expected to be February 6, 2025, or as promptly as practicable thereafter (the "Early Settlement Date").

Withdrawal rights with respect to tendered Notes terminated on the Early Tender Date. Accordingly, following the Early Tender Date, Notes validly tendered, including Notes tendered prior to the Early Tender Date and Notes tendered thereafter, may no longer be validly withdrawn except in certain limited circumstances where additional withdrawal rights are required by applicable law.

The Offeror has retained BofA Securities, Inc., Banco Bradesco BBI S.A and UBS Investment Bank to serve as dealer managers and D.F. King & Co., Inc. to serve as information and tender agent for the Offer. The full details of the Offer are included in the previously announced Offer to Purchase. Requests for the previously announced 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 (866) 856-3065 (US toll free) or in writing at ambipar@dfking.com. Questions about the Offer may be directed to BofA Securities, Inc by telephone at +1 (646) 855-8988 (collect) or +1 (888) 292-0070 (U.S. toll free), Banco Bradesco BBI S.A. by telephone at +1 (646) 432-6642 (collect) and UBS Investment Bank by telephone at +1 (212) 882-5723 (collect), +1 (833) 690-0971 (toll-free) or by email at americas-lm@ubs.com. 

This press release will not constitute an offer to purchase or a solicitation of acceptance of the offer to purchase, which are being made only pursuant to the terms and conditions contained in the previously announced Offer to Purchase. The Offer is not being made to, nor will the Offeror accept tenders of Notes from, holders in any jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. In any jurisdiction where the laws require the Offer to be made by a licensed broker or dealer, the Offer will be made by the dealer managers on behalf of the Offeror.

None of the Offeror, the Guarantors, the information and tender agent, the dealer managers or the trustee with respect to the Notes, nor any of their respective affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the Offer. None of the Offeror, the information and tender agent, the dealer managers 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 previously announced 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 previously announced Offer to Purchase.

About Ambipar Lux

Ambipar Lux is a wholly-owned subsidiary of Ambipar Participações e Empreendimentos S.A. and was incorporated under the laws of Luxembourg as a private limited liability company (société à responsabilité limitée) on July 20, 2023, and is registered with the Luxembourg Register of Commerce and Companies under number B279448. The registered office of the Issuer is at 17, boulevard F.W. Raiffeisen, L-2411, Luxembourg, Grand Duchy of Luxembourg.

Forward-Looking Statements

Statements in this press release may be "forward-looking statements" within the meaning of Section 27A of the Securities Act 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 Ambipar Lux 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 Ambipar Lux or the Guarantors are expressly qualified in their entirety by such risk factors. The forward-looking statements that Ambipar Lux 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. Ambipar Lux 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 Ambipar Lux or the Guarantors make, or to make corrections to reflect future events or developments, except as required by the U.S. federal securities laws. 

DISCLAIMER

This press release must be read in conjunction with the previously announced Offer to Purchase. This announcement and the previously announced 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 Ambipar Lux, the Guarantors, 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.

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SOURCE Ambipar Lux S.à r.l.