Agreement
CUSIP and ISIN Number(s) of Securities
Outstanding PrincipalAmount
Indenture(as defined below)
CUSIP Nos.: Rule 144A: 55292WAA8, Regulation S: L626A6AA2ISINs: Rule 144A: US55292WAA80, Regulation S: USL626A6AA24
1,641,975,914.00
ICA(as defined below)
N/A
N/A(1)
Accounts Agreement(as defined below)
N/A
N/A(1)
(1) As of the Record Date (as defined below), the Combined Exposure (as defined in the Consent Solicitation Statement), which is used to calculate the ICA Special Majority Consent (as defined in the Consent Solicitation Statement) and the ICA Supermajority Consent (as defined in the Consent Solicitation Statement), assuming that the Consent Date occurs prior to January 23, 2026, was equal to $1,644,291,191.97.
São Paulo, Brazil, Dec. 09, 2025 (GLOBE NEWSWIRE) -- MC Brazil Downstream Trading S.À R.L. (the "Company") announced today that it has commenced a consent solicitation ("Consent Solicitation") with respect to (i) its 7.250% Senior Secured Notes due 2031 (the "Notes"), (ii) the Intercreditor Agreement, dated as of November 30, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "ICA"), and (iii) the Collateral Accounts Agreement, dated as of November 30, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Accounts Agreement").
The Notes were originally issued in an aggregate principal amount of US$1,800,000,000 (the "Original Principal Amount"). As of 5:00 p.m., New York City time, on November 28, 2025 (the "Record Date"), US$1,641,975,914.00 in principal amount of the Notes remained outstanding (the "Outstanding Principal Amount").
The purpose of the Consent Solicitation is to amend provisions (the "Proposed Amendments") in:
the indenture governing the Notes (the "Indenture") related to: (1) removing the ability to enter into working capital facilities in the ordinary course of business up to US$100 million and the ability to incur certain pari-passu secured indebtedness in exchange for a corresponding increase in the existing capacity for permitted unsecured debt from an aggregate principal amount equal to the difference between US$2,000 million and the Outstanding Principal Amount to US$2,100 million and the Outstanding Principal Amount, and removing the related existing conditions specified in the Indenture ("Proposed Amendment No. 4"), (2) extending the maximum maturity permitted for Commodity Hedge Transactions (as defined in the ICA as in effect on the Record Date) from 90 days to 360 days (as set forth in Annex V to the ICA) ("Proposed Amendment No. 5"), (3) optionality for each of the Company and Refinaria de Mataripe S.A. (the "Guarantor") to enter into commodity hedging transactions in the over-the-counter market or, directly, on regulated exchanges, and to secure its obligations thereunder with up to US$30 million of cash collateral and/or letters of credit, bank guarantees or similar instruments (and such assets will be excluded from the separate collateral pools supporting the obligations of the Company and the Guarantor under the Notes and the Hedge Transactions (as defined in the ICA as in effect as of the Record Date), and the LFA (as defined in the Consent Solicitation Statement), and, as such, the providers of such hedge transactions will not be party to the ICA) ("Proposed Amendment No. 6"), and (4) permitting a single disposition of real property to the extent that (i) such real property is not necessary or required for the operation or maintenance of the project and the disposition will not have any adverse impact on the operations of the project; (ii) consideration at least equal to the fair market value in the form of cash equivalents was given, and (iii) fair market value of such real property not to exceed R$35 million (or an equivalent amount in U.S. Dollars);
the ICA related to: (1) Proposed Amendment No. 5, and (2) Proposed Amendment No. 6; and
the Accounts Agreement related to: (1) the types of investments permitted to be made with the funds on deposit in the Accounts (as defined in the Accounts Agreement) ("Proposed Amendment No. 1"), (2) removing Brazilian registration requirements for investments permitted to be made with the funds on deposit in the Onshore Accounts (as defined in the Accounts Agreement) ("Proposed Amendment No. 2"), (3) expressly permitting the Company and the Guarantor to utilize the electronic banking platform of the Account Banks (as defined in the Consent Solicitation Statement) and to use e-banking arrangements to transfer funds in and from the deposit Accounts unless an Event of Default (as defined in the Accounts Agreement) has occurred and is continuing and the relevant Collateral Agent has delivered an Account Block ...
