FS LUXEMBOURG S.À R.L. ANNOUNCES SUCCESSFUL RESULTS OF CONSENT SOLICITATION

Published: Jun. 30, 2022 at 5:37 PM CDT

SÃO PAULO, June 30, 2022 /PRNewswire/ -- FS Luxembourg S.à r.l. (the "Issuer"), a wholly-owned finance subsidiary of FS Indústria de Biocombustíveis Ltda. (the "Guarantor"), announces the successful results of its previously announced solicitation of consents ("Consents") (the "Consent Solicitation") with respect to its outstanding US$654,176,000 aggregate principal amount of 10.00% senior secured notes due 2025, issued by the Issuer and guaranteed by the Guarantor (the "Notes").

As of 5:00 p.m., New York City time, on June 30, 2022 (the "Expiration Date"), holders of a majority in aggregate principal amount outstanding of the Notes had validly delivered and not validly revoked their Consents to certain proposed amendments to the indenture governing the Notes (the "Proposed Amendments"), upon the terms and conditions described in the Consent Solicitation Statement, dated June 24, 2022 (the "Statement").

As a result, the Proposed Amendments are expected to become effective upon the execution of the amended and restated indenture governing the Notes, to be dated on or about July 5, 2022, between the Issuer, the Guarantor, the trustee and the collateral agent (the "Amended and Restated Indenture"). The Amended and Restated Indenture reflecting the Proposed Amendments will be effective and operative immediately upon execution thereof as to all Holders, whether or not a Holder delivered a Consent pursuant to the Consent Solicitation.

The revocation deadline for the Consent Solicitation has passed and therefore Consents that have been validly delivered can no longer be revoked. On the settlement date for the Consent Solicitation, which is expected to be on or about July 5, 2022, the Issuer will make a consent payment of US$10 per US$1,000 principal amount of Notes that represents the Consents validly delivered and not validly revoked on or prior to the Expiration Date.

Morgan Stanley & Co. LLC acted as solicitation agent in the Consent Solicitation, and can be contacted at its telephone numbers set forth on the back cover page of the Statement with questions regarding the Consent Solicitation.

Copies of the Statement are available to holders of Notes from D.F. King & Co., Inc., the information agent, tabulation agent and paying agent for the Consent Solicitation. Requests for copies of the Statement should be directed to D.F. King at +1 (800) 714-3310 (toll free), +1 (212) 269-5550 (collect) or fsluxembourg@dfking.com.

Important Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or that relate to future events and are subject to risks and uncertainties. Neither the Issuer nor the Guarantor undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

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SOURCE FS Luxembourg S.à r.l.

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