FS Luxembourg Announces Results of Early Cash Tender Offer for Senior Notes Due 2031
FS Luxembourg Announces Results of Early Cash Tender Offer for Senior Notes Due 2031
FS Luxembourg S.à r.l. has officially released the early results of its previously announced cash tender offer aimed at repurchasing up to $200 million of its 8.875% senior notes due in 2031. As of 5:00 PM New York City time on June 24, 2025, a total of approximately $341.8 million in notes were validly tendered, exceeding the maximum amount the company intended to repurchase. This has led to an acceptance ratio for tendered notes at about 55.62%.
The notes in question are fully guaranteed by FS Indústria de Etanol S.A. and FS Indústria de Biocombustíveis Ltda., referred to collectively as the Guarantors. The tender offer is in line with the terms delineated in the Offer to Purchase document, dated June 10, 2025.
Tender Offer Details
The following summarizes the important figures related to the tender offer:
- - Title of Security: 8.875% Senior Notes due 2031
- - CUSIP / ISIN: Rule 144A 30315XAC8 / US30315XAC83 | Regulation S L40756AE5 / USL40756AE57
- - Outstanding Principal Amount Prior to Tender Offer: $600,000,000
- - Principal Amount Tendered by Early Tender Date: $341,783,000
- - Remaining Principal Amount Outstanding: $400,000,000
- - Total Consideration per $1,000 principal tendered: $1,027.50
As the tendered amount exceeded the Maximum Tender Amount, excess notes will be returned to holders without cost. Furthermore, the right to withdraw any tenders expired on the early tender date, thus locking in transactions concluded before this deadline.
Confirmation of Financing Condition
The financing condition for the tender offer has also been confirmed as satisfied, further enabling the dialog concerning the company's financial strategy. This calculated move aims to enhance the overall financial flexibility of FS Luxembourg while optimizing its capital structure.
The tender offer is set to close at 5:00 PM on July 10, 2025, inviting potential holders to participate in this unique financial opportunity. Morgan Stanley & Co. LLC has been engaged as the dealer manager for this transaction, facilitating communications and confirmations for all participants involved.
For holders interested in more detailed information or seeking to amend their status regarding the tender offer, copies of the Offer to Purchase are available through D.F. King & Co., Inc., the designated tender and information agent.
Important Notice
This announcement must be regarded as part of the Offer to Purchase by all stakeholders. It is crucial that potential and existing holders familiarize themselves with the associated risks and benefits outlined in the comprehensive documentation. The issuer, along with its affiliates, strongly recommends that holders seek independent professional advice before making their decisions.
FS Luxembourg remains committed to maintaining accurate information and transparency throughout this cycle, and will continue to update its stakeholders as necessary. In addition, please note that this press release does not constitute a solicitation for the securities being discussed.
For any inquiries related to the tender offer, stakeholders may reach out to Morgan Stanley or D.F. King for assistance.
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In conclusion, FS Luxembourg's early tender offer demonstrates its proactive approach to financial management and repurchasing strategy, highlighting the importance of such financial maneuvers in clouding market complexities.
Topics Financial Services & Investing）
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