FS Agrisolutions unit starts tender offer for 10% notes due 2025

Chicago, May 10 – FS Agrisolutions Industria de Biocombustiveis finance subsidiary FS Luxembourg Sarl started a tender offer for up to $100 million principal amount of the 10% senior secured notes due 2025 (Cusips: 30315XAB0, L40756AB1), according to a press release.

There are $598,984,000 of the notes outstanding.

The tender offer will be conducted as a modified Dutch auction.

The acceptable bid price range will be between $1,000 and $1,010 per $1,000 note. Bids must be in increments of $1.00.

Tenders submitted without a bid price will be deemed to have submitted the base price of $1,000.

There is a $50 per note early tender premium included in the $1,000 base price for noteholders who tender by the early deadline at 5 p.m. ET on May 23.

The total consideration will be the $1,000 base price including the early tender consideration and because this is a modified Dutch auction, all noteholders will be paid any clearing premium, the highest bid price accepted for purchase from the offer.

Noteholders who tender after the early deadline, for clarity, will receive the total consideration minus $50 per note.

Interest will also be paid.

The notes are guaranteed by FS Ltda. and FS I Industria de Etanol SA.

Tenders may be prorated.

Notes tendered with a bid price less than the clearing price will be accepted first. Notes accepted where noteholders bid the clearing price may be prorated.

Tenders may also be prorated for notes that are tendered after the early deadline, after the consideration amount has been set.

The offer will expire at 5 p.m. ET on June 8.

Early settlement is expected three days after the early tender date. Final settlement would be two days after the expiration date.

Banco BTG Pactual SA – Cayman Branch (212 293-4600, OL-DCM@btgpactual.com), Citigroup Global Markets Inc. (212 723-6106, 800 558-3745), Morgan Stanley & Co. LLC (800 624-1808, 212 761-1057) and Santander US Capital Markets LLC (855 404-3636, 212 940-1442) are the dealer managers.

D.F. King & Co., Inc. is the information and tender agent for the offer (800 967-5079, 212 269-5550, fs@dfking.com).

FS Agrisolutions is a corn-based ethanol producer based in Lucos do Rio Verde, Brazil.

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