Amaggi Launches Cash Tender Offer for Notes
News related to:Amaggi Luxembourg International S.à r.l · 4 min read
Cuiabá, Brazil, Oct. 19, 2026 /CourierPR/ -- Amaggi Luxembourg International S.à r.l., a private limited liability company incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B250037 (the “Company”) today announced that it has commenced a cash tender offer to purchase up to U.S.$300 million aggregate principal amount (the “Maximum Tender Amount”) of its outstanding 5.250% Notes due 2028 (the “Notes”) (the “Offer”). The complete terms and conditions of the Offer are set forth in the offer to purchase dated October 19, 2026 (the “Offer to Purchase”). Capitalized terms used but not defined herein have the meanings set forth in the Offer to Purchase. The Company currently holds Notes amounting to U.S.$37,558,000 in aggregate principal amount.
Subject to the Maximum Tender Amount and the other terms and conditions described in the Offer to Purchase, the Offer is scheduled to expire at 5:00 p.m., New York City time, on October 23, 2026, unless extended by the Company (such time and date, as the same may be extended, the “Expiration Time”). The consideration for each U.S.$1,000 principal amount of Notes validly tendered and not validly withdrawn prior to the Expiration Time and accepted for purchase pursuant to the Offer will be U.S.$990.00 (the “Consideration”). In addition, the Company 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 If the aggregate principal amount of Notes validly tendered and not validly withdrawn exceeds the Maximum Tender Amount, the acceptance of any tendered Notes will be subject to proration, as described in the Offer to Purchase.
The Company, subject to the Maximum Tender Amount and the terms and conditions described in the Offer to Purchase, will pay the Consideration, plus Accrued Interest, in same-day funds promptly after the Expiration Time to all Holders who validly tender and do not validly withdraw their Notes at or prior to the Expiration Time. The Company expects the settlement date to be on or around October 27, 2026, being the second Business Day following the Expiration Time (the “Settlement Date”). If the aggregate principal amount of Notes validly tendered and not validly withdrawn as of the Expiration Time exceeds the Maximum Tender Amount, Holders who validly tender Notes may not have any of their Notes accepted for purchase, provided that such Notes may be accepted for purchase if the Company increases the Maximum Tender Amount, which the Company is entitled to do in its sole discretion without granting withdrawal rights. There can be no assurance that the Company will increase the Maximum Tender Amount.
The Offer is not conditioned upon any minimum principal amount of Notes being tendered. The Offer is, however, subject to satisfaction (or waiver) of the general conditions described in the Offer to Purchase (the “General Conditions”).
Tenders of Notes may be validly withdrawn at any time prior to the withdrawal deadline, which is 5:00 p.m., New York City time, on October 23, 2026, unless extended (such time and date, as the same may be extended, the “Withdrawal Deadline”). Tendered Notes may not be withdrawn after the Withdrawal Deadline unless the Company (i) makes a material change in the terms of the Offer that is, in the Company’s determination, adverse to the interests of tendering Holders of the Notes or (ii) is otherwise required by law to permit withdrawal.
The complete terms and conditions of the Offer are described in the Offer to Purchase, dated October 19, 2026. Copies of the Offer to Purchase may be obtained from D.F. King & Co., Inc., the information and tender agent for the Offer (the “Information and Tender Agent”).
The Company has engaged Banco Bradesco BBI S.A. and Santander US Capital Markets LLC to act as dealer managers (the “Dealer Managers”) in connection with the Offer. Questions regarding the Offer may be directed to Bradesco BBI S.A. at +1 (646) 432 6643 (collect) and Santander US Capital Markets LLC at +1 (212) 940 1442 (collect) and +1 (855) 404 3636 (toll-free).
This press release is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes or any other securities, and is not an offer to sell or a solicitation of an offer to buy any securities. The Offer is being made solely pursuant to the terms of the Offer to Purchase. The Offer is not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.