FS LUXEMBOURG S.à r.l. - Tender Offer & Consent Solicitation (US) - Early Results

FS LUXEMBOURG S.À R.L. ANNOUNCES EARLY RESULTS OF CASH TENDER OFFER AND CONSENT SOLICITATION

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07 FEBRUARY 2024

Full announcement including disclaimers and offer restrictions available via Prnnewswire (Source: FS Luxembourg S.a.r.l)

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"As of 5:00 p.m., New York time, on February 7, 2024 (the "Early Tender Deadline"), holders of 70.68%, or US$315,456,000, of the aggregate principal amount outstanding of the Notes had tendered their Notes and validly delivered and not validly revoked their Consents (as defined in the Offer to Purchase), upon the terms and conditions described in the Offer to Purchase and Consent Solicitation Statement, dated January 25, 2024 (the "Offer to Purchase").

Because the Two-Thirds Consent (as defined in the Offer to Purchase) was obtained, the Issuer and the Guarantors, among others, will execute a supplemental indenture to the Indenture (the "Supplemental Indenture") containing the Proposed Amendments; however, the Supplemental Indenture and the Proposed Amendments will not be effective and operative until the Final Settlement Date (as defined below) and consummation of the Exchange (as defined below). Adoption of the Proposed Amendments will have adverse consequences for holders who elect not to tender Notes in the Tender Offer.

Certain information regarding the Notes and the results of the Tender Offer and the Consent Solicitation, as determined as of the Early Tender Deadline, is summarized in the following table:"

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FS LUXEMBOURG S.À R.L. ANNOUNCES CASH TENDER OFFER AND CONSENT SOLICITATION

25 JANUARY 2024

Full announcement including disclaimers and offer restrictions available via prnnewswire (Source: FS Luxembourg S.a.r.l)

SÃO PAULO, Jan. 25, 2024 /PRNewswire/ -- FS Luxembourg S.à r.l. (the "Issuer"), a wholly-owned finance subsidiary of FS Indústria de Biocombustíveis Ltda. ("FS Ltda."), announces that Morgan Stanley & Co. LLC (the "Offeror"), with the consent of the Issuer, has commenced a cash tender offer (the "Tender Offer") for any and all of the outstanding US$446,317,000 aggregate principal amount of 10.00% senior secured notes due 2025 (the "Notes") issued by the Issuer and guaranteed by FS Ltda. and FS I Indústria de Etanol S.A. (together with FS Ltda., the "Guarantors").

Concurrently with the Tender Offer, the Offeror, with the consent of the Issuer, is soliciting consents from holders of the Notes (the "Consent Solicitation") for the adoption of proposed amendments (the "Proposed Amendments") to the indenture governing the Notes (the "Indenture"), which Proposed Amendments would (i) eliminate the collateral package under the Indenture; (ii) eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in the Indenture; and (iii) reduce the minimum notice period to Holders (as defined in the Indenture) in the case of an optional redemption pursuant to Section 3.05 of the Indenture from 30 days to three Business Days (as defined in the Indenture).

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Certain information regarding the Notes and the terms of the Tender Offer and the Consent Solicitation is summarized in the following table:"

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****PREVIOUS OFFER BELOW****

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FS LUXEMBOURG S.À R.L. ANNOUNCES EARLY TENDER RESULTS AND PRICING OF MODIFIED DUTCH AUCTION CASH TENDER OFFER FOR UP TO US$100.0 MILLION AGGREGATE PRINCIPAL AMOUNT OF 10.00% SENIOR SECURED NOTES DUE 2025

24 MAY 2023

Full announcement including disclaimers and offer restrictions available via prnnewswire (Source: FS Luxembourg S.a.r.l)

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"Certain information regarding the Notes and the results of the "Modified Dutch Auction" pricing mechanism, as described in the Offer to Purchase and as determined as of the Early Tender Date, is summarized in the following table:

"The Tender Offer will expire at 5:00 p.m. (New York City time) on June 8, 2023, unless extended by the Issuer (such time and date, as it may be extended, the "Expiration Date"). The deadline for Holders to validly tender (and not validly withdraw) Notes in the Tender Offer and be eligible to receive payment of the Total Consideration, which includes the Early Tender Premium, was 5:00 p.m. (New York City time) on May 23, 2023 (such time and date, the "Early Tender Date")."

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FS LUXEMBOURG S.à r.l. COMMENCES MODIFIED DUTCH AUCTION CASH TENDER OFFER FOR UP TO US$100 MILLION AGGREGATE PRINCIPAL AMOUNT OF 10.00% SENIOR SECURED NOTES DUE 2025

10 MAY 2023

Full announcement including disclaimers and offer restrictions available via prnnewswire (Source: FS Luxembourg S.a.r.l)

"SÃO PAULO, Brazil, May 10, 2023 /PRNewswire/ -- FS Luxembourg S.à r.l. (the "Issuer"), a wholly-owned finance subsidiary of FS Indústria de Biocombustíveis Ltda. ("FS Ltda."), announces that it has commenced a cash tender offer (the "Tender Offer") for up to US$100.0 million in aggregate principal amount (subject to increase or decrease by the Issuer, in its sole discretion, the "Maximum Tender Amount") of its 10.00% senior secured notes due 2025 (the "Notes"). The Notes are fully, unconditionally and irrevocably guaranteed by FS Ltda. and FS I Indústria de Etanol S.A. (together with FS Ltda., the "Guarantors").

The Tender Offer is being made upon the terms and subject to the conditions set forth in an offer to purchase, dated May 10, 2023 (the "Offer to Purchase"). Any capitalized term used but not defined in this press release has the respective meaning set forth in the Offer to Purchase.

Certain information regarding the Notes and the terms of the "Modified Dutch Auction" pricing mechanism is summarized in the following table:"