Ambipar Lux S.à r.l. Discloses Early Tender Results for 9.875% Senior Notes Due 2031

On February 5, 2025, Ambipar Lux S.à r.l. revealed the early results of its cash tender offer concerning its 9.875% Senior Notes due 2031. This update, communicated at 5:00 p.m. New York City time, outlines the details of the offer commenced previously on January 22, 2025. The offer aims to acquire an amount up to a predefined maximum, termed as the 'Maximum Amount', for its outstanding notes, guaranteed by Ambipar Participações e Empreendimentos S.A. and other related entities.

As of the early tender date, a total principal amount of approximately US$453.6 million in notes was validly tendered, well exceeding the Maximum Amount of US$200 million set for this round of purchases. Consequently, Ambipar Lux will accept tenders in line with a prorated allocation, as the submitted amount surpassed the expected cap.

Here’s a quick summary of the early results:

  • - Security Title: 9.875% Green Notes due 2031
  • - Principal Amount Outstanding Prior to Offer: US$750 million
  • - Maximum Amount: US$200 million
  • - Principal Amount Validly Tendered: US$453.6 million
  • - Principal Amount Tendered and Accepted: US$197 million

Notably, the offer has been structured such that no notes validly tendered after the early tender date will be accepted for purchase, even if they remain validly tendered and not withdrawn. This policy underscores the importance of early participation for note holders, ensuring that those who acted quickly are prioritized for tender acceptance. The notes accepted will yield a Total Consideration of US$1,015.00 for each US$1,000.00 principal amount, incorporating an early tender premium of US$30.00 alongside the tender consideration.

Furthermore, all fiscal activity related to these notes will exclude accrued interest from the Total Consideration, leading to a clear understanding of the financial dynamics involved. Holders of notes who were successfully accepted will also receive accrued interest up until the early settlement date, anticipated to occur shortly after February 6, 2025.

Withdrawal rights that would allow holders to backtrack on their tender decisions concluded at the end of the early tender date. Post this, notes can’t be withdrawn unless certain external legal conditions invoke additional rights. This provision further cements Ambipar Lux’s comprehensive approach to regulatory compliance and operational transparency regarding its obligations to note holders.

In tandem, recognized firms have been appointed as dealer managers and information agents to assist throughout this process, ensuring ambiguity is minimized. The participation of BofA Securities, Banco Bradesco BBI, and UBS Investment Bank adds layers of expertise and support for the execution of this tender offer. As the operation unfolds, updates will be communicated consistently to maintain a high level of stakeholder awareness.

Ambipar Lux, established in Luxembourg, operates under the aegis of Ambipar Participações and emphasizes flexibility and responsiveness within the financial landscape, consistently adapting its strategies to fit evolving market demands. This tender offer highlights its proactive engagement with investors, striving for transparency while navigating complex financial terrains.

In summary, the early tender results demonstrate robust interest in Ambipar Lux’s Senior Notes and illustrate the firm’s strategic direction amidst an evolving capital market. Stakeholders are encouraged to stay informed as the company progresses through the remaining aspects of this offer, making decisions with consideration to potential developments as they arise.

Topics Financial Services & Investing)

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