AMSTERDAM, Dec. 7, 2023 — Coruripe Netherlands B.V. (the “Issuer“), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), organized under the laws of the Netherlands, announces that it has commenced a solicitation of consents (the “Consent Solicitation“) with respect to its outstanding US$300,000,000 aggregate principal amount of 10.000% senior secured notes due 2027 (the “Notes“), issued by the Issuer and guaranteed by S.A. Usina Coruripe Açúcar e Álcool (“Usina Coruripe“) and GTW Agronegócios S.A. (“GTW” and, together with Usina Coruripe, the “Guarantors“), for the adoption of proposed amendments (the “Proposed Amendments“) to the indenture governing the Notes. The Proposed Amendments seek to allow GTW to dispose of certain of its assets to newly created entities. The disposition will consist of a partial spin-off of GTW, which spun-off assets will be contributed to the newly created entities. These transactions are part of (i) the reorganization of certain companies held by GTW’s controlling shareholders, (ii) the succession planning of these various companies and (iii) the estate planning of GTW’s controlling shareholders. The newly created entities will be subject to the same terms and conditions and obligations as GTW under the indenture, to be amended by a Supplemental Indenture (as defined below), and will become guarantors thereunder, thereby not adversely affecting any rights of holders. For more information, see the Consent Solicitation Statement, dated December 7, 2023 (as amended or supplemented from time to time, the “Statement“).
The Consent Solicitation will expire at 5:00 p.m., New York City time, on December 14, 2023, unless extended or earlier terminated by the Issuer in its sole discretion (such date and time, as the same may be extended, the “Expiration Date“).
Only holders of the Notes as of 5:00 p.m. (New York City time) on December 6, 2023 (such date and time, including as such date and time may be changed by the Issuer, from time to time, the “Record Date“) are entitled to deliver consents to the Proposed Amendments pursuant to the Consent Solicitation. As of December 7, 2023, the outstanding principal amount of the Notes is US$300,000,000, of which US$7,743,000 is held by the Issuer, the Guarantors or their affiliates and is, therefore, not subject of the Consent Solicitation. If the holders of a majority in aggregate principal amount outstanding of the Notes (the “Required Consents“) validly deliver consents to the Proposed Amendments on or prior to the Expiration Date and do not validly revoke such consents prior to the Revocation Deadline (as defined below), it is expected that the Issuer, the Guarantors, the trustee and the collateral agent will execute a supplemental indenture (the “Supplemental Indenture“) effecting the Proposed Amendments (such time, the “Consent Effective Time“). The earlier to occur of the Consent Effective Time and the Expiration Date is referred to as the “Revocation Deadline.” The Supplemental Indenture will be effective and operative immediately upon execution thereof as to all holders at the Consent Effective Time, whether or not a holder delivered a consent.
In the event that the Consent Effective Time has occurred, the Issuer will pay in cash, on the settlement date, which is expected to be two business days following the Expiration Date, a consent payment of US$2.50 per US$1,000 principal amount of Notes that represents the Consents validly delivered on or prior to the Expiration Date and not validly revoked prior to the Revocation Deadline.
The Issuer reserves the right to modify the Statement and the terms and conditions of the Consent Solicitation or to terminate the Consent Solicitation at any time.
Morgan Stanley & Co. LLC is acting as solicitation agent in the Consent Solicitation, and can be contacted at its telephone numbers set forth on the back cover page of the Statement with questions regarding the Consent Solicitation.
Copies of the Statement are available to holders of Notes from D.F. King & Co., Inc., the information agent, tabulation agent and paying agent for the Consent Solicitation. Requests for copies of the Statement should be directed to D.F. King at +1 (800) 591-8263 (toll free), +1 (212) 269-5550 (collect) or [email protected].
This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. Under no circumstances shall this press release constitute a solicitation of consents to the Proposed Amendments to the indenture. The Consent Solicitation is not being made to, nor will the Issuer accept deliveries of consents from, holders in any jurisdiction in which the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
Neither the Statement nor any documents related to the Consent Solicitation have been filed with, and have not been approved 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 documents related to the Consent Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary.
Important Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or that relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described in this press release will be consummated or as to the ultimate terms of any such transactions. Neither the Issuer nor the Guarantors undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
DISCLAIMER
This press release must be read in conjunction with the Statement. This announcement and the Statement contain important information that must be read carefully before any decision is made with respect to the Consent Solicitation. 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 Consent Solicitation. None of the Issuer, the Guarantors, the solicitation agent, the information, tabulation and paying agent, or 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 Consent Solicitation.
SOURCE Coruripe Netherlands B.V.
