Natura & Co Luxembourg Holdings S.A.R.L. - Tender Offer & Consent Solicitation - Early Results

Natura &Co Luxembourg Holdings S.à r.l. Announces Early Results of its Cash Tender Offers and Related Consent Solicitations of Up to U.S.$550,000,000 Aggregate Principal Amount of the Outstanding U.S.$1,000,000,000 Aggregate Principal Amount of 4.125% Sustainability-Linked Notes due 2028 (CUSIP Nos. 63883KAB1/ P7088CAC0) and Up to U.S.$330,000,000 Aggregate Principal Amount of the Outstanding U.S.$600,000,000 Aggregate Principal Amount of 6.000% Senior Notes due 2029 (CUSIP Nos. 63884W AA6/L6S52V AA0)

22 SEPTEMBER 2023

Full announcement including disclaimers and offer restrictions available via Source: Prnewswire

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"The early tender date for the Tender Offers, and the consent deadline for the Solicitations, was 5:00 p.m., New York City time, September 22, 2023 (the "Early Tender Date/Consent Deadline"). According to information received from D.F. King & Co., Inc., the tender and information agent for the Tender Offers (the "Tender and Information Agent"), as of 5:00 p.m., New York City time, on September 22, 2023, (i) US$676,556,000 in aggregate principal amount of the 2028 Notes, or approximately 67.66% of the outstanding 2028 Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer for the 2028 Notes, and (ii) US$407,829,000 in aggregate principal amount of the 2029 Notes, or approximately 67.97% of the outstanding 2029 Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer for the 2029 Notes. Natura &Co Luxembourg has accepted U.S.$549,999,000 in aggregate principal amount of the 2028 Notes validly tendered in the Tender Offer for the 2028 Notes and U.S.$330,000,000 in aggregate principal amount of the 2029 Notes validly tendered in the Tender Offer for the 2029 Notes.

Natura &Co Luxembourg has obtained the requisite consent of holders of a majority in aggregate principal amount of the relevant series of outstanding Notes issued under each Indenture to give effect to the Proposed Amendments. Consequently, as previously announced, Natura &Co Luxembourg expects to execute the supplemental indentures (the "Supplemental Indentures") effecting the Proposed Amendments with respect to each series of Notes on or around the Early Settlement Date (as defined below). Each of the Supplemental Indentures will become effective upon execution and delivery by the parties thereto but will not become operative until Natura &Co Luxembourg has paid the applicable Consent Fee with respect to the applicable series of Notes in full.

Subject to proration as described in the Offer to Purchase and Consent Solicitation Statement, Holders who validly tendered their Notes at or prior to the Early Tender Date/Consent Deadline in the manner described in the Offer to Purchase and Consent Solicitation Statement will be eligible to receive the applicable Total Consideration, which includes the applicable Tender Offer Consideration and the applicable Early Tender Payment, plus the applicable Accrued Interest, on the Early Settlement Date, which is expected to be on or about September 25, 2023. Holders of Notes who validly delivered Consents at or prior to the Early Tender Date/Consent Deadline (and did not tender the associated Notes) or validly tendered Notes in a Tender Offer at or prior to the Early Tender Date/Consent Deadline which are not accepted for purchase due to oversubscription in the applicable Tender Offer will be eligible to receive the applicable Consent Fee on the Solicitation Settlement Date, which is expected to be on or about September 25, 2023. Holders whose Notes have been validly tendered and accepted for purchase pursuant to a Tender Offer will not be eligible to receive the applicable Consent Fee with respect to such Notes.

The table below summarizes certain payment terms for the Notes:"

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NATURA &CO LUXEMBOURG HOLDINGS S.À R.L. ANNOUNCES EXTENSION OF THE EARLY TENDER DATE/CONSENT DEADLINE OF ITS CASH TENDER OFFERS AND RELATED CONSENT SOLICITATIONS OF UP TO U.S.$550,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING U.S.$1,000,000,000 AGGREGATE PRINCIPAL AMOUNT OF 4.125% SUSTAINABILITY-LINKED NOTES DUE 2028 (CUSIP NOS. 63883KAB1/ P7088CAC0) AND UP TO U.S.$330,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING U.S.$600,000,000 AGGREGATE PRINCIPAL AMOUNT OF 6.000% SENIOR NOTES DUE 2029 (CUSIP NOS. 63884W AA6/L6S52V AA0)

20 SEPTEMBER 2023

Full announcement including disclaimers and offer restrictions available via Source: Prnewswire

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"Natura &Co Luxembourg announced today that it has extended the early tender date for the Tender Offers, and the consent deadline for the Solicitations from 5:00 p.m., New York City time, September 20, 2023, to 5:00 p.m., New York City time, September 22, 2023 (as amended hereby, the "Early Tender Date/Consent Deadline"). The Early Settlement Date, if it occurs, and the Solicitation Settlement Date are each expected to be on the business day immediately after the Early Tender Date/Consent Deadline in respect of such Tender Offers and Solicitations. Accordingly, it is anticipated that the Early Settlement Date, if it occurs, and the Solicitation Settlement Date will now be on or around September 25, 2023. Holders of Notes who have previously tendered Notes and/or delivered Consents in connection with any of the Tender Offers and/or Solicitations do not need to retender such Notes or redeliver such Consents or take any other action in response to this announcement in order to tender their Notes in the applicable Tender Offer or deliver Consents to the applicable Solicitation. "

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NATURA &CO LUXEMBOURG HOLDINGS S.À R.L. ANNOUNCES COMMENCEMENT OF CASH TENDER OFFERS AND CONSENT SOLICITATIONS OF UP TO U.S.$550,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING U.S.$1,000,000,000 AGGREGATE PRINCIPAL AMOUNT OF 4.125% SUSTAINABILITY-LINKED NOTES DUE 2028 (CUSIP NOS. 63883KAB1/ P7088CAC0) AND UP TO U.S.$330,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING U.S.$600,000,000 AGGREGATE PRINCIPAL AMOUNT OF 6.000% SENIOR NOTES DUE 2029 (CUSIP NOS. 63884W AA6/L6S52V AA0)

07 SEPTEMBER 2023

Full announcement including disclaimers and offer restrictions available via Source: Prnewswire

"SAO PAULO, Sept. 7, 2023 /PRNewswire/ -- Natura &Co Luxembourg Holdings S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10, avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B98931 ("Natura &Co Luxembourg") announced today the commencement of two independent offers to purchase for cash (i) up to U.S.$550,000,000 aggregate principal amount (such amount, as it may be increased or decreased by the Company in its sole discretion, the ("2028 Notes Maximum Principal Amount") of its outstanding U.S.$1,000,000,000 4.125% Sustainability-Linked Notes due 2028 issued by Natura &Co Luxembourg (the "2028 Notes"); and (ii) up to U.S.$330,000,000 aggregate principal amount (such amount, as it may be increased or decreased by the Company in its sole discretion, the ("2029 Notes Maximum Principal Amount," and together with the 2028 Notes Maximum Principal Amount, the "Maximum Principal Amounts" and each a "Maximum Principal Amount") of the outstanding U.S.$600,000,000 6.000% Senior Notes due 2029 issued by Natura &Co Luxembourg (the "2029 Notes," and together with the 2028 Notes, the "Notes"), upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated September 7, 2023 (the "Offer to Purchase and Consent Solicitation Statement") for a purchase price for each series of Notes equal to the applicable Purchase Price (the "Tender Offers" and each a "Tender Offer").

Simultaneously with the Tender Offers, we are conducting two independent consent solicitations: (i) a solicitation (the "2028 Solicitation") of consents (the "2028 Consents") from Holders of the 2028 Notes to effect certain proposed amendments (the "2028 Proposed Amendments") to the indenture governing the 2028 Notes dated as of May 3, 2021, between Natura Cosméticos, Natura &Co Holding and The Bank of New York Mellon (the "Trustee"), under which the 2028 Notes were issued, as amended and supplemented by a first supplemental indenture dated August 28, 2023 between the Company, as issuer, the Guarantors, as guarantors, and the Trustee (the "2028 Notes Indenture"), and (ii) a solicitation (the "2029 Solicitation" and, together with the 2028 Solicitation, the "Solicitations") of consents (the "2029 Consents" and, together with the 2028 Consents, the "Consents") from Holders of the 2029 Notes to effect certain proposed amendments (the "2029 Proposed Amendments" and, together with the 2028 Proposed Amendments, the "Proposed Amendments") to the indenture dated as of April 19, 2022, between the Company, as issuer, the Guarantors, as guarantors, and the Trustee, under which the 2029 Notes were issued (the "2029 Notes Indenture" and, together with the 2028 Notes Indenture, the "Indentures"). The Proposed Amendments with respect to the Indentures would (i) amend certain defined terms, (ii) limit the applicability of the cross-default and judgments event of defaults to Significant Subsidiaries (as defined in the amended Indentures) instead of subsidiaries, and (iii) in the case of the 2028 Notes Indenture, limit the applicability of the limitation on liens covenant to Significant Subsidiaries (as defined in the amended Indentures) instead of subsidiaries to be consistent with the 2029 Notes. Pursuant to the terms of each of the Indentures, the Proposed Amendments require the written consent of holders of a majority in aggregate principal amount of the relevant series of outstanding Notes issued under the applicable Indenture (the "Requisite Consents")."

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The table below summarizes certain payment terms for the Notes:

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