Prumo Participações e Investimentos S.A. Announces Consent Solicitation
RIO DE JANEIRO, Nov. 14, 2025 (GLOBE NEWSWIRE) -- Prumo Participações e Investimentos S.A. (the “Issuer”), a corporation (sociedade anônima) incorporated under the laws of Brazil, announces that it has commenced a solicitation of consents (the “Consents” and the “Consent Solicitation”) with respect to its outstanding US$350,000,000 aggregate principal amount of 7.500% Series 2019-1 Senior Secured Notes due 2031 (the “Notes”) for the adoption of a proposed amendment (the “Proposed Amendment”) to the indenture governing the Notes (the “Indenture”). Terms used and not otherwise defined in this press release have the meanings set forth in the Indenture.
The Proposed Amendment seeks to amend the definition of “Change of Control Event” so as to permit consummation of the indirect sale of all of the shares of the Issuer to 3Point2 Investimentos em Logística Ltda. (“3Point2”), Banco BTG Pactual S.A. (“BTG”) or any of their respective Affiliates, without such transaction constituting a Change of Control Event. The Proposed Amendment would eliminate any future Change of Control Event occurring if 3Point2, BTG or any of their respective Affiliates shall cease to, individually or collectively, own, directly or indirectly, beneficially or of record, at least a majority of the outstanding Voting Stock of the Issuer or otherwise cease to have the power to direct or cause the direction of the management and policies of the Issuer. For more information, see the Consent Solicitation Statement, dated November 14, 2025 (the “Statement”).
As of the date of this press release, FP NewCo S.A. is a wholly-owned subsidiary of Prumo Logística S.A. In August 2025, Prumo Logística S.A. entered into an agreement to sell its entire direct interest in FP NewCo S.A. and, consequently, its entire indirect interest in the Issuer to 3Point2, a fund backed by BTG. We refer to this transaction as the “M&A Transaction.” Closing of the M&A Transaction is subject to a number of conditions precedent, including regulatory approvals.
The Consent Solicitation will expire at 5:00 p.m., New York City time, on November 20, 2025, unless extended or earlier terminated by the Issuer in its sole discretion (such date and time, as the same may be extended, the “Expiration Date”).
Only Holders of the Notes as of 5:00 p.m. (New York City time) on November 13, 2025 (such date and time, including as such date and time may be changed by the Issuer, from time to time, the “Record Date”) are entitled to deliver Consents pursuant to the Consent Solicitation. If the Holders of a majority in aggregate principal amount outstanding of the Notes (the “Required Consents”) validly deliver Consents on or prior to the Expiration Date and do not validly revoke such Consents prior to the Revocation Deadline (as defined below), and if the other conditions set forth in the Statement are satisfied, including the satisfaction of the conditions precedent for closing of the M&A Transaction (the “M&A Condition”), it is expected that the Issuer and the Indenture Trustee will execute a supplemental indenture (the “Supplemental Indenture”) effecting the Proposed Amendment (such time, the “Consent Effective Time”). The earlier to occur of the Consent Effective Time and the Expiration Date is referred to as the “Revocation Deadline.” The Supplemental Indenture will become effective immediately upon its execution at the Consent Effective Time and operative as to all Holders upon delivery of the Consent Payment (as defined below) on the date of satisfaction of the M&A Condition (the “Settlement Date”), whether or not a Holder delivered a Consent.
In the event that the Consent Effective Time has occurred, 3Point2, on behalf of the Issuer and with the Issuer’s consent, will cause payment to be made in cash, on the Settlement Date, of US$2.50 per US$1,000 principal amount of Notes that represents the Consents validly delivered at or prior to the Expiration Date and not validly revoked prior to the Revocation Deadline (the “Consent Payment”). The Consent Payment is the sole responsibility and obligation of 3Point2, which will cause the Consent Payment to be made, and the Issuer has no responsibility for the payment of any portion of the Consent Payment. The Issuer reserves the right to modify the Statement and the terms and conditions of the Consent Solicitation, including to extend the Expiration Date, or to terminate the Consent Solicitation at any time.
Banco BTG Pactual S.A. – Cayman Branch is acting as sole solicitation agent in the Consent Solicitation and can be contacted with questions regarding the Consent Solicitation by telephone at +1 (212) 293-4600 (collect) (Debt Capital Markets) and by e-mail at OL-DCM@btgpactual.com.
Copies of the Statement are available to Holders 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 by telephone at +1 (646) 971-2689 (collect) or +1 (866) 811-1442 (toll-free) and by e-mail at prumopar@dfking.com.
This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. Under no circumstances shall this press release constitute a solicitation of Consents. The Consent Solicitation is not being made to, nor will the Issuer accept deliveries of Consents from, Holders in any jurisdiction in which the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
Neither the Statement nor any documents related to the Consent Solicitation have been filed with, and have not been approved 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 documents related to the Consent Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary.
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. No assurance can be given that the transactions described in this press release will be consummated or as to the ultimate terms of any such transactions. Neither the Issuer, Banco BTG Pactual S.A. – Cayman Branch or D.F. King & Co., Inc. 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.
DISCLAIMER
This press release must be read in conjunction with the Statement. This press release and the Statement contain important information that must be read carefully before any decision is made with respect to the Consent Solicitation. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal advisor. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Consent Solicitation. None of the Issuer, Banco BTG Pactual S.A. – Cayman Branch or D.F. King & Co., Inc., or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes (x) any recommendation as to whether Holders should deliver or refrain from delivering Consents in response to the Consent Solicitation or (y) any representations or warranties in connection with the Proposed Amendment. Each Holder must make its own decision (and consult its own advisors) as to whether to deliver Consents.
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