(Ultrapar, 22.May.2019) — Ultrapar International S.A., a public limited liability company (société anonyme) organized and established under the laws of the Grand Duchy of Luxembourg with registered office at 6, rue Eugène Ruppert, L-2453, Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) under number B208982 (“Ultrapar”), hereby announces the commencement of its offer to purchase for cash up to U.S.$200,000,000 aggregate principal amount (subject to increase by Ultrapar in its sole discretion under the circumstances described in the Offer to Purchase (as defined below), the “Maximum Tender Amount”) of the outstanding notes set forth in the table below (the “Notes”), upon the terms and subject to the conditions described in the Offer to Purchase dated May 22, 2019 (as it may be amended or supplemented from time to time, the “Offer to Purchase”).
The following table sets forth certain terms of the Tender Offer (as defined below):
The Tender Offer will expire at 11:59 p.m., New York City time, on June 19, 2019, or any other date and time to which Ultrapar extends the Tender Offer (such date and time, as it may be extended, the “Expiration Date”), unless earlier terminated. Holders must validly tender their Notes at or prior to the Expiration Date to be eligible to receive the Tender Offer Consideration (as defined below) for such Notes plus Accrued Interest (as defined below). Holders must validly tender their Notes at or prior to 5:00 p.m., New York City time, on June 5, 2019 (such date and time, as it may be extended, the “Early Tender Date”) to be eligible to receive the Total Consideration (as defined below) for such Notes plus Accrued Interest. The Total Consideration, the Tender Offer Consideration and the Accrued Interest will be payable in cash. Tendered Notes may be validly withdrawn from the Tender Offer at or prior to, but not after, 5:00 p.m., New York City time, on June 5, 2019 (such date and time, as it may be extended, the “Withdrawal Deadline”). Notes validly tendered pursuant to the Tender Offer and accepted for purchase will be so accepted subject to the Maximum Tender Amount and may be subject to proration, all as more fully described herein.