SÃO PAULO, June 9, 2025 /PRNewswire/ -- Hidrovias International Finance S.à r.l. (the "Company" or "we"), a wholly-owned subsidiary of Hidrovias do Brasil S.A. ("Hidrovias"), announced today the expiration and final results of its previously announced cash tender offer (the "Tender Offer") to purchase any and all of its outstanding 4.950% Notes due 2031 (ISIN: US42953LAB80 / USL48008AB91 and CUSIP: 42953L AB8 / L48008 AB9) (the "Notes"). Capitalized terms used in this announcement, but not defined herein, shall have the meanings given to such terms in the Offer to Purchase and Consent Solicitation Statement, dated May 9, 2025 (the "Offer to Purchase").

The Tender Offer expired at 5:00 p.m., New York City time on June 9, 2025 (the "Expiration Time").

As of the Expiration Time, the Company had received valid tenders for an aggregate principal amount of U.S.$181,899,000 of the Notes, which represents 65.38% of the Notes that were outstanding at the commencement of the Tender Offer and related Consent Solicitation (excluding Notes held by the Company or its affiliates). Holders of the Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer, will receive the Total Consideration of U.S.$930.00 per $1,000 principal amount of the Notes, plus any accrued interest, on the Settlement Date (currently expected to be on June 17, 2025).

Our obligation to purchase the Notes in the Tender Offer remains subject to the satisfaction or waiver of certain conditions, including the Financing Condition, as described in the Offer to Purchase. The Financing Transaction, consisting of the issuance by Hidrovias of real-denominated debentures offered in Brazil and underwritten on a firm commitment basis, is expected to settle in Brazil on or around June 12, 2025. However, no assurances can be given that the Financing Transaction will be completed.

D.F. King & Co., Inc. acted as the Tender and Information Agent for the Tender Offer, whose contact details are +1 (212) 269-5550 or toll free +1 (800) 791-3320 or email at hbsa@dfking.com.

Itau BBA USA Securities, Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC acted as Dealer Managers and Solicitation Agents in connection with the Tender Offer and related Consent Solicitation. The contract details for the Dealer Managers and Solicitation Agents are as follows: Itau BBA USA Securities, Inc. at +1 (888) 770-4828 (toll free) or + 1 (212) 710-6749 (collect), to BofA Securities, Inc. at +1 (888) 292-0070 (toll free) or +1 (646) 855-8988 (collect), to J.P. Morgan Securities LLC at +1 (866) 846-2874 (toll free) or +1 (212) 834-7279 (collect) and to Morgan Stanley & Co. LLC at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect).

Neither the Offer to Purchase nor any related documents have been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offer and related Consent Solicitation was made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstance shall this press release constitute an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities or a solicitation of consents. The Tender Offer was not made to, and we will not accept tenders of Notes or delivery of consents from, Holders in any jurisdiction in which the Tender Offer would not be in compliance with the securities or blue sky laws of such jurisdiction. No recommendation was made by us, the Dealer Managers or the Solicitation Agents as to whether Holders should have tendered their Notes or delivered consents. Holders were required to carefully read the Offer to Purchase and the related materials, because they contain important information, including the various terms and conditions of the Tender Offer and related Consent Solicitation.

Forward-Looking Statements

Disclosures in this press release contain forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Financing Transaction and the Tender Offer. These statements are based on certain assumptions made by the Company based on the experience of the management of Hidrovias and their perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company and Hidrovias, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Any forward-looking statement applies only as of the date on which such statement is made and neither the Company nor Hidrovias shall correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Hidrovias do Brasil S.A.
Investor Relations
Av. Brigadeiro Luís Antônio, 1343, 7^th Floor
Bela Vista, 01317-001
São Paulo, SP, Brazil

Tel: +55 (11) 3905-6000
E-mail: ri@hbsa.com.br

View original content:https://www.prnewswire.com/news-releases/hidrovias-international-finance-sa-rl-announces-the-final-tender-results-for-its-offer-for-any-and-all-of-its-outstanding-4-950-notes-due-2031-and-related-consent-solicitation-302477016.html

SOURCE Hidrovias International Finance S.à r.l.