Amaggi Luxembourg International S.à r.l., a private limited liability company (société à responsabilité limitée), organized under the laws of the Grand Duchy of Luxembourg (the “Company”), hereby offers to purchase for cash (the “Offer”) up to U.S.$300 million aggregate principal amount excluding accrued and unpaid interest (the “Maximum Tender Amount”) of its outstanding 5.250% Notes due 2028 (the “Notes”). As of the date hereof, U.S.$622,000,000 aggregate principal amount of Notes was outstanding. The Offer is being made upon the terms and subject to the conditions set forth in this Offer to Purchase (the “Offer to Purchase”).
The total consideration for each U.S.$1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Expiration Time and accepted pursuant to the Offer will be U.S.$[ ] (the “Consideration”). In addition, we will pay all accrued and unpaid interest on the Notes purchased pursuant to the Offer up to, but not including, the Settlement Date (as defined below) (the “Accrued Interest”). If the aggregate principal amount of Notes validly tendered and not validly withdrawn exceeds the Maximum Tender Amount, acceptance of the Notes will be subject to proration as described in this Offer to Purchase. See “Proration.”
Subject to the Maximum Tender Amount and the other terms and conditions described herein, we will pay the Consideration, plus Accrued Interest to all Holders who validly tender and do not validly withdraw their Notes at or prior to the Expiration Time. We expect the settlement date to be on or around October 27, 2026, being the second Business Day following the Expiration Time (the “Settlement Date”). As used in this Offer to Purchase, “Business Day” means a day, other than a Saturday, a Sunday, or a legal holiday or a day on which commercial banks and foreign exchange markets are authorized or obligated to close in the City of New York.
The Offer is not conditioned upon any minimum principal amount of Notes being tendered. The Offer is, however, subject to satisfaction of the General Conditions (as defined herein).
The following table sets forth the material pricing terms being offered in the Offer:
| Security Description | ISIN Number | CUSIP Number | Principal Amount Outstanding | Maximum Tender Amount |
|---|---|---|---|---|
| 5.250% Notes due 2028 | 144A: US02265WAA36 Reg S: USL0183BAA90 |
144A: 02265W AA3 Reg S: L0183B AA9 |
U.S.$655,406,000(2) | U.S.$990.00 |
(2) The Company holds Notes amounting to US$37,558,000 in aggregate principal amount.
To view copie(s) of the Tender Offer document(s) please click on the link(s) below
Any questions or requests for assistance concerning the Offer may be directed to the Dealer Managers or the Information and Tender Agent at the addresses and telephone numbers set forth below. Requests for additional copies of this Offer to Purchase or any other documents may be directed to the Information and Tender Agent. Beneficial owners also may contact their Custodians for assistance concerning the Offer.
The Tender and Information Agent for the Offer is:
D.F. KING & CO., INC.
28 Liberty Street, 53rd Floor
New York, New York 10005
Email: amaggi@dfking.com
Toll Free: +1 (877) 297-1744
Collect: (212) 914-0093
Any questions or requests for assistance or additional copies of this Offer to Purchase may be directed to the Information and Tender Agent at its telephone number or address set forth above. Any questions related to the terms of the Offer may be directed to the Dealer Managers.
The Dealer Managers for the Tender Offer are:
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Banco Bradesco BBI S.A.
Av. Presidente Juscelino Kubitschek, 1309,
5th floor São Paulo, SP 04543-011 – Brazil Attn: International Fixed Income Department Call Collect: +1 (646) 432-6643 E-mail: daniel.fuccillo@bradescobbi.com |
Banco Bradesco BBI S.A.
437 Madison Avenue, 8th floor
New York, NY 10022 Attn: Liability Management Group Toll-Free: +1 (855) 404-3636 Call Collect: +1 (212) 940-1442 E-mail: AmericasLM@santander.us |