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

Updated: Sep 8, 2023

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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