MC Brazil Downstream Trading Launches Tender Offer for Notes

São Paulo, Brazil, Oct. 07, 2026 /CourierPR/ -- MC Brazil Downstream Trading S.à r.l., a private limited liability company based in Luxembourg, has announced a tender offer for its outstanding 7.250% Senior Secured Notes due 2031. The company, a wholly-owned subsidiary of Refinaria de Mataripe S.A., is also soliciting consents from holders of these notes for certain amendments to the governing documents.

The tender offer, which is being made concurrently with an offering of new senior secured notes and a term loan facility, will expire at 5:00 p.m., New York City time, on November 4, 2026, unless extended by the company. Holders who validly tender their notes and deliver consents by 5:00 p.m., New York City time, on October 21, 2026, will be eligible to receive the Early Tender Payment, plus accrued interest, on the Early Settlement Date. Those who tender their notes and deliver consents after the Early Tender Payment Deadline but before the Expiration Time will be eligible to receive only the Tender Offer Consideration, plus accrued interest, on the Final Settlement Date.

The tender offer and consent solicitation are part of a broader restructuring effort aimed at eliminating restrictive covenants and certain events of default in the indenture governing the notes. The amendments also include changes to the payment waterfall, the release of liens on the collateral securing the notes and obligations under hedge agreements, the termination of the Collateral Accounts Agreement, and the amendment and partial termination of the Intercreditor Agreement.

Holders of more than 50% of the outstanding principal amount of the notes are required to consent to the proposed amendments. The company has retained Citigroup Global Markets Inc. to act as the exclusive dealer manager for the tender offer and the exclusive solicitation agent for the consent solicitation. Questions regarding the terms of the tender offer and consent solicitation can be directed to the dealer manager and solicitation agent at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 (collect).

The tender offer and consent solicitation are being made solely on the terms and conditions set forth in the offer to purchase and consent solicitation statement. Neither the statement nor any related documents have been filed with or reviewed by any federal or state securities commission or regulatory authority. The new notes offering is not and will not be registered under the United States Securities Act of 1933, as amended.

The tender offer and consent solicitation are being made to holders of the notes in compliance with applicable securities laws. The company has retained D.F. King & Co., Inc., as the information agent and tender agent for the tender offer and consent solicitation.