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NATURA &CO LUXEMBOURG HOLDINGS S.À R.L. ANNOUNCES EXTENSION OF THE EARLY TENDER DATE/CONSENT DEADLINE OF ITS CASH TENDER OFFERS AND RELATED CONSENT SOLICITATIONS OF UP TO U.S.$550,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING U.S.$1,000,000,000 AGGREGATE PRINCIPAL AMOUNT OF 4.125% SUSTAINABILITY-LINKED NOTES DUE 2028 (CUSIP NOS. 63883KAB1/ P7088CAC0) AND UP TO U.S.$330,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING U.S.$600,000,000 AGGREGATE PRINCIPAL AMOUNT OF 6.000% SENIOR NOTES DUE 2029 (CUSIP NOS. 63884W AA6/L6S52V AA0)


SÃO PAULO, Sept. 20, 2023 /PRNewswire/ — Natura &Co Luxembourg Holdings S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10, avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B98931 (“Natura &Co Luxembourg”) announced today an extension of the early tender date/consent deadline in connection with its previously announced independent offers to purchase for cash (i) up to U.S.$550,000,000 aggregate principal amount (such amount, as it may be increased or decreased by the Company in its sole discretion, the “2028 Notes Maximum Principal Amount”) of its outstanding U.S.$1,000,000,000 4.125% Sustainability-Linked Notes due 2028 issued by Natura &Co Luxembourg (the “2028 Notes”); and (ii) up to U.S.$330,000,000 aggregate principal amount (such amount, as it may be increased or decreased by the Company in its sole discretion, the “2029 Notes Maximum Principal Amount,” and together with the 2028 Notes Maximum Principal Amount, the “Maximum Principal Amounts” and each a “Maximum Principal Amount”) of the outstanding U.S.$600,000,000 6.000% Senior Notes due 2029 issued by Natura &Co Luxembourg (the “2029 Notes,” and together with the 2028 Notes, the “Notes”), upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated September 7, 2023 (the “Offer to Purchase and Consent Solicitation Statement”) for a purchase price for each series of Notes equal to the applicable Purchase Price (the “Tender Offers” and each a “Tender Offer”). Simultaneously with the Tender Offers, Natura &Co Luxembourg is conducting independent solicitations of consents from Holders of the 2028 Notes (the “2028 Notes Solicitation”) and Holders of the 2029 Notes (the “2029 Notes Solicitation” and together with the 2029 Notes Solicitation the “Solicitations”) to effect certain proposed amendments (the “Proposed Amendments”) to the indenture governing the 2028 Notes (the “2028 Notes Indenture”) and the indenture governing the 2029 Notes (the “2029 Notes Indenture” and together with the 2028 Notes Indenture, the “Indentures”), to (i) amend certain defined terms, (ii) limit the applicability of the cross-default and judgments event of defaults to Significant Subsidiaries (as defined in the amended Indentures) instead of subsidiaries, and (iii) in the case of the 2028 Notes Indenture, limit the applicability of the limitation on liens covenant to Significant Subsidiaries (as defined in the amended Indentures) instead of subsidiaries to be consistent with the 2029 Notes.

Natura &Co Luxembourg announced today that it has extended the early tender date for the Tender Offers, and the consent deadline for the Solicitations from 5:00 p.m., New York City time, September 20, 2023, to 5:00 p.m., New York City time, September 22, 2023 (as amended hereby, the “Early Tender Date/Consent Deadline”). The Early Settlement Date, if it occurs, and the Solicitation Settlement Date are each expected to be on the business day immediately after the Early Tender Date/Consent Deadline in respect of such Tender Offers and Solicitations. Accordingly, it is anticipated that the Early Settlement Date, if it occurs, and the Solicitation Settlement Date will now be on or around September 25, 2023. Holders of Notes who have previously tendered Notes and/or delivered Consents in connection with any of the Tender Offers and/or Solicitations do not need to retender such Notes or redeliver such Consents or take any other action in response to this announcement in order to tender their Notes in the applicable Tender Offer or deliver Consents to the applicable Solicitation. 

Except as set forth herein with respect to the Early Tender Date/Consent Deadline, the Early Settlement Date and the Solicitation Settlement Date, the terms and conditions of the Tender Offers and the Solicitations, as well as the proposed amendments to each of the Indentures governing the applicable series of Notes, remain the same as set forth and described in the Offer to Purchase and Consent Solicitation Statement.  In particular the Withdrawal Deadline and the Revocation Deadline with respect to the Tender Offers and Solicitations, as applicable, have passed and are not being extended. Accordingly, Notes which have been validly tendered and not validly withdrawn pursuant to a Tender Offer may no longer be withdrawn, and Consents which have been validly delivered and not validly revoked pursuant to a Solicitation may no longer be revoked.

Natura &Co Luxembourg reserves the right, but is under no obligation, to increase or decrease the Maximum Principal Amount applicable to any of the Tender Offers at any time, subject to compliance with applicable law, which could result in the purchase of a greater aggregate principal amount of the applicable series of Notes in the applicable Tender Offer. There can be no assurance that Natura &Co Luxembourg will increase or decrease any Maximum Principal Amount.

Natura &Co Luxembourg’s obligation to purchase Notes pursuant to each of the Tender Offers and to make payment of the applicable Consent Fee to holders eligible to receive such payment pursuant to each Solicitation is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase and Consent Solicitation Statement under “Conditions of the Tender Offers and Solicitations.”

Each Tender Offer is a separate tender offer, and each Solicitation is a separate consent solicitation. Each Tender Offer and each Solicitation may be individually amended, extended, terminated or withdrawn without amending, extending, terminating or withdrawing any other Tender Offer or Solicitation, as applicable, at any time prior to the Expiration Time and for any reason, including if any of the conditions of each Tender Offer and Solicitation are not satisfied or waived by the Expiration Time or the Early Tender Date/Consent Deadline, as applicable, subject to compliance with applicable law. The terms and conditions of the Tender Offers and the Solicitations are described in the Offer to Purchase and Consent Solicitation Statement. Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer to Purchase and Consent Solicitation Statement.

Neither the Offer to Purchase and Consent Solicitation Statement 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 and Consent Solicitation Statement or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender and Information Agent for the Tender Offers and Solicitations is D.F. King & Co., Inc. Additional contact information of the Tender and Information Agent is set forth below.

D.F. King & Co., Inc.



48 Wall Street, 22nd Floor

New York, New York 10005

Attn: Michael Horthman

 

By Facsimile (For Eligible Institutions Only):

+1 (212) 709-3328

Attn: Michael Horthman

 

Confirmation by Telephone:

+1 (212) 232-3233

 

Banks and Brokers call: +1 (212) 269-5550 (collect)

All others call toll-free: +1 (800) 487-4870

E-mail: [email protected]


Any questions regarding the terms of the Tender Offers and Solicitations may be directed to the Dealer Managers and Solicitation Agents and requests for additional copies of the Offer to Purchase and Consent Solicitation Statement may be directed to the Tender and Information Agent at their respective telephone numbers and locations listed below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offers and Solicitations.

The Dealer Managers and Solicitation Agents for the Tender Offers and Solicitations are:



BofA Securities, Inc.

One Bryant Park, 22nd Floor

New York, New York 10036

United States of America

Attn: Liability Management Group

Toll Free: +1 (888) 292-0070

Collect: +1 (646) 855-8988

 

Citigroup Global Markets Inc.

388 Greenwich Street, Trading 4th Floor

New York, New York 10013

United States of America

Attn: Liability Management Group

Toll-Free: +1 (212) 723-6106

Collect: +1 (800) 558-3745

 

Itau BBA USA Securities, Inc.

540 Madison Avenue, 24th Floor

New York, New York 10022

United States of America

Attn: Debt Capital Markets

Toll Free: +1 (888) 770-4828

Collect: +1 (212) 710-6749

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

United States of America

Attn: Latin America Debt Capital Markets

Toll Free: +1 (866) 846-2874

Collect: +1 (212) 834-7279

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offers and Solicitations are made only by and pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement, and the information in this notice is qualified by reference to the Offer to Purchase and Consent Solicitation Statement. None of Natura &Co Luxembourg, the Guarantors, the Dealer Managers and Solicitation Agents or the Tender and Information Agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offers and Solicitations.

Natura &Co Luxembourg Holdings S.à r.l. 

c/o Natura &Co Holding S.A. – Investor Relations

Avenida Alexandre Colares No. 1,188, Vila Jaguara, 05106-000, São Paulo, SP, Brazil

Email: [email protected]

Attention: Guilherme Strano Castellan, Chief Financial and Investor Relations Officer

SOURCE Natura &Co Luxembourg Holdings S.à r.l.

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