Brazil’s USJ further extends exchange for 9 7/8% notes due 2019

New York, April 19 – USJ – Acucar e Alcool SA again extended its private exchange in which it is offering newly issued 9 7/8%/12% senior secured pay-in-kind toggle notes due 2019 for its 9 7/8% senior notes due 2019.

The exchange will now end at 11:59 p.m. ET on May 2, extended from 11:59 p.m. on April 18, according to a news release.

On April 12 the company extended the offer from its original expiration of 11:59 p.m. ET on April 11.

Holders had tendered $59,453,000 of notes by the April 18 deadline, up from $57,653,000 as of April 11.

The offer was announced on March 15.

In addition to the exchange, the company is also soliciting consents to amend the notes to eliminate substantially all of the restrictive covenants and some events of default.

Holders who tendered their notes and delivered their consents before 5 p.m. ET on March 28, the early date, will receive $650 for each $1,000 principal amount of notes accepted for exchange.

Those who tender their notes for exchange after the early deadline will receive $600 per $1,000 principal amount.

The amount of new notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 after that and will be rounded down to the nearest $1,000.

Holders who tender their notes for exchange must also deliver consents to the proposed amendments.

Tendered notes may not be withdrawn and consents may not be revoked after execution of the supplemental indenture containing the proposed amendments to the notes indenture.

The exchange offer is conditioned on the tenders of at least 90% of the outstanding notes. The offer and solicitation are also subject to the perfection of the mortgage on the collateral securing the new notes and the receipt of required waivers from some creditors to permit the company to issue the new notes and perfect the mortgage on the collateral securing the new notes, the release noted.

The exchange offer is being made, and the new notes offered, only in the United States to holders who are qualified institutional buyers under Rule 144A or outside the United States to holders who are not U.S. persons under Regulation S.

D.F. King & Co., Inc. (212 269-5550 or 877 283-0318) is the information agent and the exchange agent.

USJ is a Sao Paulo-based producer of sugar and ethanol.

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