RIO DE JANEIRO, Brazil, March 23 -Companhia Brasileira de Petroleo Ipiranga ("Ipiranga") announced today that it has received the requisite consents from holders of its 7.875% Step-Up Notes due 2008 (CUSIP Nos. 20440RAB2 and P3057NAA6) (the "Notes") to adopt amendments (the "Proposed Amendments") to the Notes and the fiscal agency agreement pursuant to which the Notes were issued. On March 8, 2006, Ipiranga commenced a cash tender offer (the "Tender Offer") and consent solicitation (the "Consent Solicitation") relating to all of the outstanding Notes pursuant to an Offer to Purchase and Consent Solicitation Statement and a Consent and Letter of Transmittal, each dated March 8, 2006 (collectively, the "Offer to Purchase"). As of 5:00 p.m., New York City time, on March 22, 2006, $72.1 million aggregate principal amount of the Notes had been tendered (representing 53.9% of the $133,715,000 aggregate principal amount of Notes outstanding).
Ipiranga intends to enter into a supplemental fiscal agency agreement relating to the Notes that effects the Proposed Amendments described in the Offer to Purchase. The proposed amendments would, among other things, eliminate substantially all of the restrictive covenants and certain events of default contained in the Notes. The Proposed Amendments will not become operative, however, unless and until the Notes are accepted for purchase pursuant to the terms of the Tender Offer. Holders of Notes not tendered in the Tender Offer will be bound by the Proposed Amendments once they become operative. As the withdrawal rights deadline has expired, tendered Notes may no longer be withdrawn and consents delivered may no longer be revoked, except in the limited circumstances described in the Offer to Purchase.
Ipiranga also announced the extension of the "Consent Payment Deadline" from 5:00 p.m., New York City time, on March 22, 2006 to 5:00 p.m., New York City time, on March 28, 2006 (such new date and new time, as they may be extended by Ipiranga, the new "Consent Payment Deadline"). As a result of the extension, holders will have until the new Consent Payment Deadline to tender and receive the total consideration offered to holders by Ipiranga, which includes the $30 per $1,000 principal amount consent payment.
The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on April 11, 2006, unless extended or earlier terminated. The Tender Offer and Consent Solicitation are subject to Ipiranga's arranging new debt financing and other customary general conditions.
Banc of America Securities LLC is the exclusive dealer manager for the Tender Offer and exclusive solicitation agent for the Consent Solicitation and questions should be directed to High Yield Special Products at +(1) 888-292-0070 (U.S. toll-free) and +(1) 704-388-9217 (collect). Copies of the Offer to Purchase may be obtained from the Information Agent, D.F. King & Co., Inc., at +(1) 800-859-8511 (U.S. toll-free) and +(1) 212-269-5550 (collect).
This press release shall not constitute an offer to purchase or the solicitation of an offer to sell or a solicitation of consents with respect to the Notes. The Tender Offer and Consent Solicitation may only be made in accordance with the terms of and subject to the conditions specified in the Offer to Purchase, which more fully sets forth the terms and conditions of the Tender Offer and Consent Solicitation. Except as modified hereby, all other terms and conditions of the Tender Offer and the Consent Solicitation remain the same.
Companhia Brasileira de Petroleo Ipiranga's principal activity is the distribution of diesel, gasoline, hydrated alcohol, industrial and automotive lubricating oils and greases, natural gas and other related products and activities.
