Prumo Participações e Investimentos S.A. Announces Successful Results of Consent Solicitation
RIO DE JANEIRO, Nov. 21, 2025 (GLOBE NEWSWIRE) — Prumo Participações e Investimentos S.A. (the “Issuer”), a corporation (sociedade anônima) incorporated under the laws of Brazil, announces the successful results of its previously announced 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 to the definition of “Change of Control Event” (the “Proposed Amendment”) in 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.
As of 5:00 p.m., New York City time, on November 20, 2025 (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 the Proposed Amendment. The Proposed Amendment amends 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. 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.
As the Required Consents (as defined in the Statement) were obtained, it is expected that the Issuer and the Indenture Trustee will execute a supplemental indenture (the “Supplemental Indenture”) effecting the Proposed Amendment. The Supplemental Indenture will become effective immediately upon its execution 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 (as defined in the Statement) (the “Settlement Date”), whether or not a Holder delivered a Consent.
The Revocation Deadline (as defined in the Statement) for the Consent Solicitation has passed and therefore Consents that have been validly delivered can no longer be revoked. 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. If any of the conditions set forth in the Statement, including the M&A Condition, are not satisfied, the Consent Payment will not be paid, even to Holders who validly delivered Consents, and the Supplemental Indenture will not become operative.
Banco BTG Pactual S.A. – Cayman Branch acted 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.
Questions may also be directed to D.F. King & Co., Inc., the information agent, tabulation agent and paying agent for the Consent Solicitation, by telephone at +1 (646) 971-2689 (collect) or +1 (866) 811-1442 (toll-free) and by e-mail at prumopar@dfking.com.
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.
