USJ Announces Exchange Offer and Consent Solicitation

March 25, 2019

Cleary Gottlieb is representing Morgan Stanley & Co. LLC and Santander Investment Securities Inc. as dealer managers for the exchange offer and solicitation agents for the consent solicitation in connection with the private exchange offer for any and all of U.S.J. – Açúcar e Álcool S.A. (USJ) outstanding 9.875% senior notes due 2019 and 9.875%/12% senior-secured PIK toggle notes due 2021, for its newly issued 8.5%/9.875% senior-secured PIK notes due 2023 (new notes) and, in the case of 2019 notes only, new notes, and cash.

Concurrently, the company is soliciting consents from the eligible holders of the 2021 notes to certain proposed amendments to the indenture governing the 2021 notes, which would eliminate substantially all of the restrictive covenants and certain events of default and related provisions, and terminate the security agreements and release the security interests in the collateral securing the 2021 notes.

The exchange offer launched on March 25, 2019.

USJ is one of the leading sugar and ethanol producer in the Center-South region of Brazil, with an aggregate sugarcane crushing capacity of 3.8 million tons per harvest year.