Natura &Co provides early tender, solicitation results for 2028, 2029 notes

Chicago, Sept. 22 – Natura &Co Luxembourg Holdings Sarl announced the early results of its tender offers and related consent solicitations for notes due 2028 and 2029 in a press release on Friday evening.

The early deadline had been extended to 5 p.m. ET on Sept. 22 from 5 p.m. ET on Sept. 20.

Tender offers

As previously announced, the company was conducting two independent offers to purchase for cash (i) up to $550 million aggregate principal amount of its outstanding $1 billion 4 1/8% sustainability-linked notes due 2028 (Cusip: 63883KAB1, P7088CAC0); and (ii) up to $330 million aggregate principal amount of its outstanding $600 million 6% senior notes due 2029 (Cusip: 63884WAA6, L6S52VAA0).

The company is offering a total consideration per $1,000 principal amount of $898.75 for the 2028 notes and $952.50 for the 2029 notes. The total consideration includes an early tender payment of $50 per $1,000 of notes tendered by the early tender date.

Holders tendering after the deadline were only eligible to receive the tender offer consideration of $848.75 per $1,000 of 2028 notes and $902.50 per $1,000 of 2029 notes.

The company will also pay accrued interest.

The offer was oversubscribed.

As of the early deadline, noteholders tendered $676,556,000 of the 4 1/8% notes. The company is maintaining the cap and applying a 76.4% proration factor to accept $549,999,000 of the notes.

In the offer for the 6% notes, holders tendered $407,829,000 of their notes. Natura is accepting $330 million of the notes, the cap, and applying a 75.2% proration factor.

Consent bids

Simultaneously with the tender offers, the company was conducting two independent consent solicitations: (i) a solicitation of consents from holders of the 2028 notes to effect some proposed amendments to the indenture governing the 2028 notes dated May 3, 2021; and (ii) a solicitation of consents from holders of the 2029 notes to effect some proposed amendments to the indenture governing the 2029 notes dated April 19, 2022.

Each series of notes is guaranteed by Natura &Co Holding SA and Natura Cosmeticos SA. On Aug. 28, Natura &Co Luxembourg had assumed all obligations as issuer under the 2028 notes from the original issuer Natura Cosmeticos; Natura Cosmeticos subsequently became a guarantor of the 2028 notes.

Bank of New York Mellon is trustee under both indentures.

The amendments will amend some definitions; limit the applicability of the cross-default and judgments event of defaults to significant subsidiaries instead of subsidiaries; and, in the case of the 2028 notes indenture, limit the applicability of the limitation on liens covenant to significant subsidiaries instead of subsidiaries to be consistent with the 2029 notes.

For each series, the proposed amendments required the written consent of holders of a majority in aggregate principal amount of that series.

On Friday, Natura announced the consent solicitations were successful.

On the early settlement date, the company will execute supplemental indentures amendments and then when the company pays the consent fee the supplemental indentures will become effective.

Holders could not tender their notes in the applicable tender offer without delivering their consents under the applicable consent solicitation.

However, at any time prior to or at the early tender date and consent deadline, holders could elect to deliver consents without tendering their notes.

If holders delivered consents by the early tender date or consent deadline and did not tender their notes or their tendered notes were not accepted for purchase due to oversubscription in the applicable tender offer, those holders are eligible to receive the consent fee, $2.50 per $1,000 principal amount.

Holders whose notes have been tendered and accepted for purchase under a tender offer will not be eligible to receive the consent fee.

Deadlines and details

The early settlement date will now be on or around Sept. 25, extended earlier from Sept. 21.

Each tender offer technically expires at 5 p.m. ET on Oct. 5.

However, because the offers were oversubscribed Natura does not expect to accept any more notes for purchase.

Final settlement would have been Oct. 6.

In addition to the total consideration or tender offer consideration and accrued interest, and subject to the exceptions in the terms of the notes, Natura &Co Luxembourg will pay additional amounts such that the applicable purchase price and the applicable accrued interest received by holders after withholding tax, if any, will be equal to the amount that would have been due had there been no withholding tax.

The dealer managers and solicitation agents are BofA Securities, Inc. (888 292-0070 or 646 855-8988), Citigroup Global Markets Inc. (212 723-6106 or 800 558-3745), Itau BBA USA Securities, Inc. (888 770-4828 or 212 710-6749) and J.P. Morgan Securities LLC (866 846-2874 or 212 834-7279).

The tender and information agent is D.F. King & Co., Inc. (attn: Michael Horthman; fax: 212 709-3328, confirmation by phone: 212 232-3233; banks and brokers call: 212 269-5550, all others call: 800 487-4870; natura@dfking.com).

The Brazilian cosmetics company is based in Sao Paulo.

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