PRIO Luxembourg Holding S.à r.l.
(a private limited liability company (société à responsabilité limitée))(incorporated under the laws of the Grand Duchy of Luxembourg)
OFFER TO PURCHASE FOR CASH
Any and all of its outstanding
6.125% Senior Secured Notes due 2026
Unconditionally and irrevocably guaranteed by
PRIO S.A.
PRIO Comercializadora Ltda.
PRIO Bravo Ltda.
PRIO Forte S.A.
PRIO Internacional Ltda.
PRIO Tigris S.A.
(incorporated in the Federative Republic of Brazil)
THE OFFER (AS DEFINED HEREIN) WILL EXPIRE AT 5:00 P.M. (NEW YORK CITY TIME) ON OCTOBER 7, 2025 (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED IN THE SOLE DISCRETION OF THE OFFEROR (AS DEFINED HEREIN), THE “EXPIRATION DATE”). TO BE ELIGIBLE TO RECEIVE THE CONSIDERATION (AS DEFINED HEREIN), HOLDERS (AS DEFINED HEREIN) OF THE NOTES (AS DEFINED HEREIN) MUST VALIDLY TENDER AND NOT VALIDLY WITHDRAW THEIR NOTES AT OR PRIOR TO THE EXPIRATION DATE, OR DELIVER A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY (AS DEFINED HEREIN) AND OTHER REQUIRED DOCUMENTS PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES (AS DEFINED HEREIN), AT OR PRIOR TO THE EXPIRATION DATE AND TENDER THEIR NOTES AT OR PRIOR TO THE GUARANTEED DELIVERY DATE (AS DEFINED HEREIN). VALIDLY TENDERED NOTES MAY BE WITHDRAWN IN ACCORDANCE WITH THE TERMS OF THE OFFER AT ANY TIME AT OR PRIOR TO 5:00 P.M. (NEW YORK CITY TIME) ON OCTOBER 7, 2025, EXCEPT AS DESCRIBED HEREIN OR AS REQUIRED BY APPLICABLE LAW (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, IN THE SOLE DISCRETION OF THE OFFEROR, THE “WITHDRAWAL DATE”).
| Title of Security | CUSIP | ISIN | Principal Amount Outstanding | Consideration(1) |
|---|---|---|---|---|
| 6.125% Senior Secured Notes due 2026 | 71677W AA0 / L75833 AA8 |
US71677WAA09 / USL75833AA88 | US$600,000,000 | US$1,015.31 |
______________________________________________________________________________________________________________________________________________________
(1) The amount to be paid for each US$1,000 principal amount of Notes validly tendered and accepted for purchase, excluding Accrued Interest to the Settlement Date.
To view copies of the Tender Offer documents please click on the links below
To obtain additional copies of the Offer to Purchase, please contact the Information Agent.
The Tender and Information Agent for the Offer is:
|
D.F. King & Co., Inc. E-mail: prio@dfking.com 28 Liberty Street, 53rd Floor New York, NY 10005 United States Banks and Brokers call: (212) 269-5550 All others call toll free (U.S. only): (800) 859-8509 |
Any questions or requests for assistance or additional copies of this Offer to Purchase and the Notice of Guaranteed Delivery 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.
You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.
The Dealer Managers for the Offer are:
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Itau BBA USA Securities, Inc. 599 Lexington Avenue, 34th Floor New York, New York 10022 United States of America Attn: Liability Management Group Toll Free: +1 (888) 770-4828 Collect: +1 (212) 710-6749 |
Banco BTG Pactual S.A. – Cayman Branch 601 Lexington Avenue, 57th floor New York, New York 10022 United States of America Attn: Debt Capital Markets Collect: +1 (212) 293-4609 |
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Citigroup Global Markets Inc. 388 Greenwich Street 4th Floor New York, New York 10013 United States of America Attn: Liability Management Group Toll Free: (800) 558- 3745 Collect: (212) 723-6106 |
HSBC Securities (USA) Inc. 66 Hudson Boulevard New York, New York 10001 Attention: Global Liability Management Group Tel: +1 (212) 525-5552 (collect) Tel: +1 (888) 4722-456 (toll free) |
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Morgan Stanley & Co. LLC 1585 Broadway, 6th Floor New York, New York 10019 United States of America Attn: Global Debt Advisory Group Toll-free: +1 (800) 624-1808 Collect: +1 (212) 761-1057 Email: lmny@morganstanley.com |
Santander US Capital Markets LLC 437 Madison Avenue New York, New York 10022 United States of America Attn: Liability Management Toll Free: +1 (855) 404-3636 Collect: +1 (212) 350-0660 Email: AmericasLM@santander.us |
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Scotia Capital (USA) Inc. 250 Vesey Street New York, New York 10281 Attn: Liability Management Toll Free: +1 (800) 372-3930 Collect: +1 (212) 225-5559 |
SMBC Nikko Securities America, Inc. 277 Park Avenue New York, New York 10172 Attention: Debt Capital Markets – Liability Management Toll Free: (888) 284-9760 Phone (Collect): (212) 224-5163 Email: liabilitymanagement@smbcnikko-si.com |