U.S.J. – AÇÚCAR E ÁLCOOL S.A. ANNOUNCES COMMENCEMENT OF ELECTION SOLICITATION IN CONNECTION WITH 9.875% SENIOR NOTES DUE 2019, 9.875%/12.00% SENIOR SECURED PIK TOGGLE NOTES DUE 2021 AND 9.875%/10.500% SENIOR SECURED PIK TOGGLE NOTES DUE 2023

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SÃO PAULO, Dec. 28, 2021 /PRNewswire/ — U.S.J. – Açúcar e Álcool S.A. (the “Company“), a leading sugar and ethanol producer in the Center-South region of Brazil, announced today that it is soliciting recovery elections (the “Election Solicitation“) from the holders of the 9.875% Senior Notes due 2019, 9.875%/12.00% Senior Secured PIK Toggle Notes due 2021 and 9.875%/10.500% Senior Secured PIK Toggle Notes due 2023 issued by the Company (the “Notes“) for the purpose of allowing the holders to make a recovery election for the payment of their respective Notes in connection with the Company’s judicial restructuring plan (the “RJ Plan“).

In the context of the Company’s restructuring process, the Election Solicitation seeks primarily to allow holders to decide whether to receive their claims through the Alternative Payment Option or Default Recovery, as defined in the Election Solicitation statement of the Company, dated December 28, 2021 (the “Election Solicitation Statement“). Holders who select the Alternative Payment Option are expected to receive their claims under the Notes in Payment in Kind, which will be effected through the exchange of the Notes for an interest in a Liquidating Trust to be created by the Ad Hoc Group of holders (collectively, the “Ad Hoc Group“). Holders who do not elect to choose the Alternative Payment Option or do not submit a valid Election Recovery, will have their claims restructured and paid in accordance with Default Recovery.

Holders of the Notes are referred to the Election Solicitation Statement for the detailed terms and conditions of the Election Solicitation with respect to the Notes. The Election Solicitation commenced today and will expire at 5:00 p.m. (New York City time) on January 27, 2021, unless otherwise extended by the Company (each such date and time, as the same may be extended, is referred to as the “Expiration Date“). The Election Solicitation is made solely by means of the Election Solicitation Statement at www.dfking.com/USJ. The Election Solicitation Statement contains important information that holders of Notes should carefully read before any decision is made with respect to the Election Solicitation. Terms not defined in this press release shall have the meaning ascribed to them in the Election Solicitation Statement.

The Election Solicitation will be made only to a holder who is shown on the records of the trustee for the Notes as a holder of the Notes as of 5:00PM (New York City time) on January 27, 2022; and is either (a) a holder who is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act“)(a “Qualified Institutional Buyer“) or (b) a holder who is not a “U.S. Person” (as defined in Regulation S under the Securities Act) and who is an “Accredited Investor” (as defined in Rule 501(a) under Regulation D under the Securities Act). The holder of Notes who certify to the Company that it is eligible to participate in the Election Solicitation pursuant to at least one of the foregoing conditions is referred to as “Eligible Noteholder.”

The Election Solicitation and the Liquidating Trust Participating Notes have not been, and will not be, registered with the Brazilian Comissão de Valores Mobiliários (the “CVM“). The Election Solicitation and the Liquidating Trust Participating Notes are not offered or sold in Brazil, except in circumstances that do not constitute a public offering or unauthorized distribution under Brazilian laws and regulations.

Only holders of the Notes as of 5:00 p.m. (New York City time) on January 27, 2022 (such date and time, including as such date and time may be changed by the Company, from time to time, the “Record Date“) are entitled to make a Recovery Election pursuant to the Election Solicitation.

Our obligation to accept the Recovery Elections validly delivered and not revoked is conditioned upon satisfaction of certain conditions as described in the Election Solicitation Statement, including the confirmation of whether the holder is an Eligible Noteholder, as defined in the Election Solicitation Statement. We may terminate the Election Solicitation, allow the Election Solicitation to lapse, extend the Election Solicitation and continue soliciting Recovery Elections pursuant to the Election Solicitation or otherwise amend the terms of the Election Solicitation, including the waiver of any or all of the conditions set forth in the Election Solicitation Statement.

The Company reserves the right to modify the Election Solicitation Statement and the terms and conditions of the Election Solicitation or to terminate its Election Solicitation at any time. To the extent the Company modifies the terms and/or conditions thereof, it may communicate such modifications through a press release at the Company’s discretion.

Any questions or requests for assistance or for copies of the Election Solicitation Statement or related documents may be directed to the Solicitation Agent at its telephone number set forth below.

The Solicitation Agent for the Election Solicitation is:

D.F. King & Co., Inc.

Toll Free: +1 (866) 797-6867

All Others Call: +1 (212) 269-5550

E-mail: usj@dfking.com  

THIS PRESS RELEASE IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY. THIS ANNOUNCEMENT IS ALSO NOT A SOLICITATION OF RECOVERY ELECTIONS. NO RECOMMENDATION IS MADE AS TO WHETHER HOLDERS OF THE NOTES SHOULD MAKE ANY RECOVERY ELECTION. HOLDERS OF NOTES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE ELECTION SOLICITATION.

Important Notice Regarding Forward-Looking Statements:

This press release contains certain forward-looking statements. Statements that are not historical facts, including statements about our perspectives and expectations, are forward looking statements. The words “expect”, “believe”, “estimate”, “intend”, “plan” and similar expressions, when related to the Company and its subsidiaries, indicate forward-looking statements. These statements reflect the current view of management and are subject to various risks and uncertainties. These statements are based on various assumptions and factors, including general economic, market, industry, and operational factors. Any changes to these assumptions or factors may lead to practical results different from current expectations. Excessive reliance should not be placed on those statements. Forward-looking statements relate only to the date they were made and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

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SOURCE U.S.J. – Açúcar e Álcool S.A.

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