FS LUXEMBOURG S.À R.L. ANNOUNCES EARLY TENDER RESULTS AND PRICING OF MODIFIED DUTCH AUCTION CASH TENDER OFFER FOR UP TO US$100.0 MILLION AGGREGATE PRINCIPAL AMOUNT OF 10.00% SENIOR SECURED NOTES DUE 2025

SÃO PAULO, May 24, 2023 /PRNewswire/ -- FS Luxembourg S.à r.l. (the "Issuer"), a wholly-owned finance subsidiary of FS Indústria de Biocombustíveis Ltda. ("FS Ltda."), announces the early tender results and pricing of its previously announced cash tender offer (the "Tender Offer") for up to US$100.0 million in aggregate principal amount (subject to increase or decrease by the Issuer, in its sole discretion, the "Maximum Tender Amount") of its 10.00% senior secured notes due 2025 (the "Notes"). The Notes are fully, unconditionally and irrevocably guaranteed by FS Ltda. and FS I Indústria de Etanol S.A. (together with FS Ltda., the "Guarantors").

The Tender Offer is being made upon the terms and subject to the conditions set forth in an offer to purchase, dated May 10, 2023 (the "Offer to Purchase"). Any capitalized term used but not defined in this press release has the respective meaning set forth in the Offer to Purchase.

Certain information regarding the Notes and the results of the "Modified Dutch Auction" pricing mechanism, as described in the Offer to Purchase and as determined as of the Early Tender Date, is summarized in the following table:

The Tender Offer will expire at 5:00 p.m. (New York City time) on June 8, 2023, unless extended by the Issuer (such time and date, as it may be extended, the "Expiration Date"). The deadline for Holders to validly tender (and not validly withdraw) Notes in the Tender Offer and be eligible to receive payment of the Total Consideration, which includes the Early Tender Premium, was 5:00 p.m. (New York City time) on May 23, 2023 (such time and date, the "Early Tender Date").

As of the Early Tender Date, US$78,319,000 in aggregate principal amount of Notes had been validly tendered (and not validly withdrawn) by Holders.

The Tender Offer was conducted as a "Modified Dutch Auction" until the Early Tender Date. The Clearing Price and the Total Consideration, as determined pursuant to the procedures described in the Offer to Purchase, will equal US$1,010.00 per US$1,000.00 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date. The Clearing Price and the Total Consideration include the Early Tender Premium.

The Issuer has accepted for purchase all of the Notes validly tendered (and not validly withdrawn) in the Tender Offer at or prior to the Early Tender Date, and intends to make payment in cash of an amount equal to the Total Consideration plus Accrued Interest for all such Notes on May 26, 2023 (the "Early Settlement Date").

Holders validly tendering Notes in the Tender Offer after the Early Tender Date and at or prior to the Expiration Date will be eligible to receive payment of US$960.00 per US$1,000.00 principal amount of Notes validly tendered and accepted for purchase (the "Tender Offer Consideration").

If the purchase of all Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date (when combined with all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date) would cause us to accept for purchase an aggregate principal amount of Notes that exceeds the Maximum Tender Amount, then the Tender Offer will be oversubscribed at the Expiration Date and, assuming satisfaction or waiver of the conditions to the Tender Offer, we will purchase on the Final Settlement Date Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date and accepted for purchase on a prorated basis according to the principal amount of such Notes, such that we purchase an aggregate principal amount of Notes that does not exceed the Maximum Tender Amount.

Assuming acceptance by the Issuer of Notes validly tendered (and not validly withdrawn) after the Early Tender Date, but at or prior to the Expiration Date, the Issuer intends to make payment in cash of an amount equal to the Tender Offer Consideration plus Accrued Interest for such accepted Notes on the Final Settlement Date, which is expected to be two business days after the Expiration Date or as promptly as practicable thereafter.

All tendered Notes not accepted will be promptly credited to the Holder's account with DTC or otherwise returned to the Holder without cost.

The Issuer has engaged Banco BTG Pactual S.A. ? Cayman Branch, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Santander US Capital Markets LLC to act as dealer managers (the "Dealer Managers") in connection with the Tender Offer. In such capacity, the Dealer Managers may contact Holders regarding the Tender Offer and may request brokers, dealers, commercial banks, trust companies and other nominees to forward the Offer to Purchase and related materials to beneficial owners of Notes. The Dealer Managers can be contacted at their telephone numbers set forth on the back cover page of the Offer to Purchase with questions regarding the Tender Offer.

Copies of the Offer to Purchase are available to Holders from D.F. King & Co., Inc., the tender agent and the information agent for the Tender Offer (the "Tender and Information Agent"). Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (800) 967-5079 (toll-free), +1 (212) 269-5550 (collect) or [email protected].

Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents 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 or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Issuer, the Guarantors or any of their affiliates in the United States or in any other jurisdiction. The Tender Offer is not being made to, nor will the Issuer accept tenders of Notes from, Holders in any jurisdiction in which the Tender Offer would not be in compliance with the securities or blue sky laws of such jurisdiction.

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 nor the Guarantors undertake 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 Offer to Purchase. This press release and the Offer to Purchase contain important information that must be read carefully before any decision is made with respect to the Tender Offer. 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, from its attorney, accountant or other independent financial or legal adviser. None of the Issuer, the Guarantors, the Dealer Managers, the Tender and Information Agent or any affiliate of such persons expresses any opinion as to whether the terms of the Tender Offer are fair to any Holder. Holders must make their own decision as to whether to tender any Notes and, if so, the principal amount of Notes to tender.

SOURCE FS Luxembourg S.à r.l.