MC Brazil Downstream Trading S.à r.l. Announces Tender Offer for Any and All of Its Outstanding 7.250% Senior Secured Notes Due 2031 and Related Consent Solicitation
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL
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THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE SUCH ANNOUNCEMENT
São Paulo, Brazil, Oct. 07, 2026 (GLOBE NEWSWIRE) — MC Brazil Downstream Trading 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 L-1855 Luxembourg, 46A, Avenue John F. Kennedy, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) under number B256773 (the “Issuer” or “we”), a wholly-owned subsidiary of Refinaria de Mataripe S.A., a corporation (sociedade por ações) organized and existing under the laws of Brazil (the “Guarantor”), announced today that it has commenced an offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 7.250% Senior Secured Notes due 2031 (the “Notes”).
The following table sets forth certain information relating to the Tender Offer and Consent Solicitation:
| Description of Notes | CUSIP/ISIN | Original Principal Amount | Outstanding Principal Amount Reflecting any Amortization(1) |
Tender Offer Consideration(2)(3) | Early Tender Payment(2)(4) | Total Consideration(2)(5) |
| 7.250% Senior Secured Notes due 2031 (the “Notes”) | 55292WAA8 and L626A6AA2/ US55292WAA80 and USL626A6AA24 | U.S.$1,800,000,000 | U.S.$1,580,020,110.00 | U.S.$980.00 | U.S.$50.00 | U.S.$1,030.00 |
| (1) | Reflects the original principal amount of the Notes as of the Record Date (as defined in the Statement), multiplied by an amortization factor of 0.877789 (the “Amortization Factor”). The Amortization Factor results from the fact that the Notes have been partially amortized. | |||||
| (2) | The Tender Offer Consideration, Early Tender Payment or Total Consideration, as applicable, will be multiplied by the Amortization Factor. | |||||
| (3) | Per U.S.$1,000 of original principal amount of Notes validly tendered (and not withdrawn) after the Early Tender Payment Deadline but at or prior to the Expiration Time and accepted for purchase, not including accrued interest. | |||||
| (4) | Per U.S.$1,000 of original principal amount of Notes validly tendered (and not withdrawn) at or prior to the Early Tender Payment Deadline and accepted for purchase, not including accrued interest. | |||||
| (5) | The total amount to be paid for each U.S.$1,000 of original principal amount of Notes validly tendered (and not withdrawn) at or prior to the Early Tender Payment Deadline and accepted for purchase, not including accrued interest. | |||||
The Tender Offer and the Consent Solicitation are being made concurrently with (i) an offering by the Issuer of new senior secured notes (the “New Notes”) that will be guaranteed by the Guarantor (the “New Notes Offering”), and (ii) a term loan facility granted by a syndicate of banks, financial institutions and other institutional lenders, including Citibank, N.A.
Our obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned on the satisfaction or waiver of certain conditions (the “Conditions”), including, among other things, (i) the Requisite Consent Condition, (ii) the Supplemental Indenture Condition, (iii) the Other Consents Condition, (iv) the Financing Condition and (v) the General Conditions, each as defined and described in the Statement. The Conditions will be tested at or prior to the applicable Settlement Date. No assurance can be given that any of the Conditions will be satisfied or waived.
Subject to applicable law, we reserve the right, in our sole discretion: (1) to waive any Condition to the Tender Offer and the Consent Solicitation other than the Requisite Consent Condition, in whole or in part, at any time and from time to time; (2) to extend, terminate or withdraw the Tender Offer and the Consent Solicitation at any time; and (3) to otherwise amend the Tender Offer and/or the Consent Solicitation in any respect at any time and from time to time. However, we may not effect the Proposed Amendments if we do not receive the Requisite Consent.
The Tender Offer and related Consent Solicitation will expire at 5:00 p.m., New York City time, on November 4, 2026, unless extended by us (such time and date, as it may be extended, the “Expiration Time”). Holders who validly tender (and do not validly withdraw) their Notes and validly deliver (and do not validly revoke) the related Consents to the Proposed Amendments at or prior to 5:00 p.m., New York City time, on October 21, 2026, unless extended by us (such time and date, as the same may be extended, the “Early Tender Payment Deadline”), in the manner described in the Statement, will be eligible to receive the Total Consideration (as set forth in the table above), which includes the Early Tender Payment (as set forth in the table above), plus accrued interest, on the Early Settlement Date (as defined in the Statement). Holders who validly tender (and do not validly withdraw) their Notes and validly deliver (and do not validly revoke) the related Consents after the Early Tender Payment Deadline but at or prior to the Expiration Time will be eligible to receive only the Tender Offer Consideration (as set forth in the table above), plus accrued interest, on the Final Settlement Date (as defined in the Statement). Notes tendered may be withdrawn and Consents delivered may be revoked, in accordance with the terms described in the Statement, at any time prior to the earlier of (i) date on which the Requisite Consent is obtained, and (ii) 5:00 p.m. (New York City time) on October 21, 2026, unless extended by us (such time and date, as the same may be extended, the “Withdrawal Deadline”), but not thereafter, except as may be required by applicable law. The Tender Offer Consideration, Early Tender Payment or Total Consideration, as applicable, will be multiplied by the Amortization Factor. The Amortization Factor reflects the fact that the Notes have been partially amortized.
Tendering Holders who wish to tender their Notes and also subscribe for New Notes pursuant to the New Notes Offering should quote an Allocation Identifier Code, which can be obtained by contacting the Dealer Manager and Solicitation Agent, in their ATOP or electronic acceptance instruction.
In connection with the Tender Offer, we are also soliciting consents (the “Consents”) of holders of the Notes as of the Record Date (the “Holders” and the “Consent Solicitation”) for the adoption of certain amendments (the “Proposed Amendments”) with respect to:
(i) the indenture governing the Notes, dated as of July 21, 2021, by and among the Issuer, the Guarantor and The Bank of New York Mellon, as indenture trustee (in such capacity, the “Trustee”), registrar, paying agent and calculation agent, as amended by the First Supplemental Indenture, dated as of December 22, 2025 (as so supplemented and as further amended, supplemented or otherwise modified, the “Indenture”);
(ii) the Intercreditor Agreement, dated as of November 30, 2021, as amended by Amendment No. 1 to Intercreditor Agreement, dated as of January 7, 2026, by and among the parties thereto (as so amended and as further amended, restated, supplemented or otherwise modified, the “ICA”); and
(iii) the Collateral Accounts Agreement, dated as of November 30, 2021, as amended by Amendment No. 1 to Collateral Accounts Agreement, dated as of January 7, 2026, by and among the parties thereto (as so amended and as further amended, restated, supplemented or otherwise modified, the “Accounts Agreement”);
providing for, among other things, (i) the elimination of substantially all restrictive covenants in the Indenture, (ii) the elimination of certain events of default in the Indenture, (iii) the amendments to the payment waterfall under the Indenture, (iv) the release of all liens on the collateral securing the Notes and the obligations under the Hedge Agreements (as defined in the ICA), (v) the termination of the Accounts Agreement, together with the other Secured Facility Collateral Agreements (as defined in the statement), and the related secured facility collateral agency appointments and roles, and (vi) the amendment and partial termination of the ICA, with Section 2.02 of the ICA and certain related provisions remaining in effect solely for purposes of governing the application of proceeds in respect of the Liquidity Facility Collateral (as defined in the ICA) and the Liquidity Facility Obligations (as defined in the ICA), followed by the automatic final termination of the ICA upon the effectiveness of the corresponding amendments to the LFA. Full details of the terms and conditions of the Tender Offer and the Consent Solicitation, including the Proposed Amendments, are included in the offer to purchase and consent solicitation statement, dated October 7, 2026 (the “Statement”).
The Proposed Amendments require the consents (the “Requisite Consent”) of Holders of more than 50% of the outstanding principal amount of the Notes as of the Record Date (not including any Notes owned by us or our affiliates). In addition, certain of the Proposed Amendments require the additional consents described in the Statement. Holders who tender their Notes pursuant to the Tender Offer will be deemed to have automatically provided Consents to the Proposed Amendments. Holders may not tender their Notes without delivering Consents, and may not deliver Consents without tendering the related Notes. The Proposed Amendments constitute a single proposal, and a tendering Holder must consent to the Proposed Amendments in their entirety and may not consent selectively with respect to certain of the Proposed Amendments.
If the Requisite Consent is not obtained, the Consent Solicitation will be terminated and, in such case, the applicable Proposed Amendments will not become effective. However, we reserve the right in our sole discretion, but are under no obligation, to accept and purchase Notes tendered pursuant to the Tender Offer for an amount in cash equal to the Total Consideration (as set forth in the table below) or the Tender Offer Consideration (as set forth in the table below), as applicable, even if the Requisite Consent is not obtained.
We are also seeking to make corresponding changes in respect of certain of the Proposed Amendments to the LFA (as defined in the Statement), but the Consent Solicitation does not solicit Consents from Holders in respect of such agreement.
An Allocation Identifier Code is not required for a Holder to tender its Notes and deliver Consents, but if a tendering Holder wishes to subscribe for the New Notes, such holder should obtain and quote an Allocation Identifier Code in its ATOP or electronic acceptance instruction.
If the Requisite Consent is not obtained, the Consent Solicitation will be terminated and, in such case, the applicable Proposed Amendments will not become effective. However, we reserve the right in our sole discretion, but are under no obligation, to accept and purchase Notes tendered pursuant to the Tender Offer for an amount in cash equal to the Total Consideration (as set forth in the table below) or the Tender Offer Consideration (as set forth in the table below), as applicable, even if the Requisite Consent is not obtained. Copies of the Statement are available to Holders from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer and the Consent Solicitation (the “Tender and Information Agent”). Requests for additional copies of the Statement or any other document relating to the Tender Offer or the Consent Solicitation should be directed to the Tender and Information Agent in New York at +1 (646) 503-5595 (banks and brokers, collect) or +1 (800) 431-9645 (all others, toll-free) or by email at acelen@dfking.com.
We have 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 (the “Dealer Manager and Solicitation Agent”). Questions regarding the terms of the Tender Offer and the Consent Solicitation may be directed to the Dealer Manager and Solicitation Agent at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 (collect).
Neither the 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 Statement or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary. The New Notes Offering is not and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and the New Notes will not be offered or sold in the United States or to U.S. citizens without an applicable exemption from the registration requirements of the Securities Act.
The Tender Offer and the Consent Solicitation are being made solely on the terms and conditions set forth in the Statement. 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 and the Consent Solicitation are not being made to, nor will we accept tenders of Notes or delivery of Consents from, Holders in any jurisdiction in which the Tender Offer and the Consent Solicitation would not be in compliance with the securities or blue sky laws of such jurisdiction. No recommendation is made by us, the Dealer Manager and Solicitation Agent, the Tender and Information Agent, the Trustee, the ICA Agent (as defined in the Statement), the Secured Facility Offshore Collateral Agent (as defined in the Statement) or the LFA Offshore Collateral Agent (as defined in the Statement) as to whether Holders should tender their Notes or deliver Consents. Holders should carefully read the Statement and the related materials, because they contain important information, including the various terms and conditions of the Tender Offer and the 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 Tender Offer, the Consent Solicitation, the Financing Condition including the timing thereof, the Proposed Amendments and the execution of the supplemental indenture and any other agreements described in the Statement. These statements are based on certain assumptions made by the Issuer based on the experience of the management of the Issuer and the Guarantor 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 Issuer and the Guarantor, 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 Issuer nor the Guarantor shall correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
About the Company
Refinaria de Mataripe S.A., an affiliate of the Issuer, owns and operates the Landulpho Alves refinery, located in São Francisco do Conde in the Recôncavo Baiano region of Brazil, including its related logistic assets. The Issuer is a wholly owned subsidiary of Refinaria de Mataripe S.A. and organized under the laws of Luxembourg as a private limited liability company (société à responsabilité limitée).
Refinaria de Mataripe S.A.
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E-mail: ir@acelen.com
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