Announcement of Tender Offer for Any and All 2029 Notes by Movida Europe S.A.
São Paulo, Brazil, May 11, 2026 (GLOBE NEWSWIRE) -- Movida Participações S.A. (“Movida”), a corporation (sociedade por ações) organized under the laws of Brazil, announced today that its subsidiary, Movida Europe S.A. (the “Issuer”), a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, having its registered office at 25A, Boulevard Royal, L-2449, Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies’ Register under the number B 251005, has commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 7.850% Senior Unsecured Guaranteed Notes due 2029 (the “Notes”). The Notes are fully, unconditionally and irrevocably guaranteed by Movida and Movida Locação de Veículos S.A. (the “Guarantors”). The Notes are listed on the Official List and admitted to trading on the Global Exchange Market of the Irish Stock Exchange plc, trading as Euronext Dublin.
The following table sets forth the material pricing terms of the Tender Offer:
| Title of Security | CUSIP / ISIN | Principal Amount Outstanding | Purchase Price(1) |
| 7.850% Senior Unsecured Guaranteed Notes due 2029 | 144A: 62459L AC3 / US62459LAC37 Regulation S: L65266 AC9 / USL65266AC91 | US$331,277,000 | US$1,010 |
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(1) The amount to be paid for each US$1,000 principal amount of Notes validly tendered and accepted for purchase. In addition, accrued interest up to, but excluding, the settlement date (“Accrued Interest”) will be paid.
The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on May 15, 2026, unless extended or earlier terminated as described in this press release (such time, as may be extended, the “Expiration Time”). Holders of Notes who validly tender (and do not validly withdraw) their Notes or deliver a properly completed and duly executed notice of guaranteed delivery (the “Notice of Guaranteed Delivery”) at or prior to the Expiration Time will be eligible to receive the purchase price set forth in the table above for each US$1,000 principal amount of Notes validly tendered and accepted for purchase, plus Accrued Interest. Validly tendered Notes may be validly withdrawn at any time at or prior to the Expiration Time, unless extended or earlier terminated as described below, but not thereafter.
The Issuer’s obligation to purchase for Notes validly tendered pursuant to the Tender Offer is subject to market conditions and the satisfaction or waiver of certain conditions described in the Offer to Purchase, dated May 11, 2026 (the “Offer to Purchase”), including the completion by the Issuer of a new debt financing (the “New Debt Financing”) on satisfactory terms and conditions. However, the Tender Offer is not conditioned on any minimum amount of Notes being tendered. Subject to applicable law, the Issuer expressly reserves the right, in its sole discretion, to amend or terminate the Tender Offer in its sole discretion, subject to disclosure and other requirements under applicable law, including if any of the conditions set forth in the Offer to Purchase are not satisfied. If the Tender Offer is terminated at any time, Notes tendered will be promptly returned to the tendering holders without compensation or cost to such holders and will remain outstanding. Furthermore, the Issuer reserves the right, in its sole discretion, not to accept any tenders of Notes for any reason.
The Issuer may, in its sole discretion, subject to market conditions, issue New Securities (as defined in the Offer to Purchase) at any time on or prior to the settlement date, pursuant to the Debt Financing. Tendering Holders of Notes who wish to tender their Notes and subscribe for New Securities should quote an allocation identifier code (“Allocation Identifier Code”), which can be obtained by contacting the Dealer Managers, in The Depository Trust Company’s automated tender offer program (“ATOP”) Electronic Acceptance Instruction. An Allocation Identifier Code is only relevant (but is not required) if a tendering Holder wishes to subscribe for New Securities. An Allocation Identifier Code is not required for a Holder to tender its Notes and will not be taken into account in the acceptance of Notes in the Tender Offer. The Allocation Identifier Code is only being provided to facilitate identification of tendering Holders of Notes that may be interested in subscribing for New Securities and should not be considered consideration or an entitlement of any nature.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any New Securities in connection with the Debt Financing.
The receipt of an Allocation Identifier Code in conjunction with any tender of Notes in the Tender Offer is not an allocation of the New Securities. In order to apply for the purchase of the New Securities, if and when the Debt Financing occurs, such tendering Holders must make a separate application in respect of the New Securities for the purchase of such New Securities pursuant to the Debt Financing. We will review tender instructions received on or prior to the Expiration Date and may give priority to those investors tendering with Allocation Identifier Codes in connection with the allocation of New Securities. However, allocations of New Securities will be determined by us, together with the joint bookrunning managers in the Debt Financing, in our sole discretion, and no assurances can be given that any Holder that tenders Notes and submits an Allocation Identifier Code will be given an allocation of New Securities in the amounts it may subscribe for, or at all.
Any investment decision to purchase New Securities in the context of the New Debt Financing should be made solely on the basis of the information contained in the disclosure document for the New Debt Financing, and no reliance is to be placed on any information other than the information contained in such disclosure document. The New Securities offered in the context of the New Debt Financing have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), any U.S. state securities laws or the laws of any jurisdiction, and will be offered and sold in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States and Brazil in compliance with Regulation S under the Securities Act.
The Issuer and its affiliates reserve the absolute right, in their sole discretion, from time to time to redeem or purchase any Notes that remain outstanding after the Expiration Time through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as they may determine, which may be more or less than the price to be paid pursuant to the Tender Offer.
Settlement of the Tender Offer is expected to occur on the fourth business day following the Expiration Time, unless the Tender Offer is terminated prior to such date. Tendered Notes may be withdrawn at any time at or prior to the earlier of the Expiration Time and, in the event that the Tender Offer is extended, the tenth business day after commencement of the Tender Offer. Tendered Notes may be withdrawn at any time after the 60th business day after commencement of the Tender Offer if for any reason the Tender Offer has not been consummated within 60 business days after commencement.
Upon the terms and subject to the conditions of the Tender Offer set forth in the Offer to Purchase, all Notes validly tendered and not validly withdrawn or with respect to which a properly completed and duly executed Notice of Guaranteed Delivery (as described in the Offer to Purchase) is delivered at or prior to the Expiration Time, as applicable, will be accepted for purchase. The complete terms and conditions of the Tender Offer are described in the Offer to Purchase and the Notice of Guaranteed Delivery, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent (the “Tender Agent and Information Agent”) for the Tender Offer, by e-mail to movida@dfking.com or by telephone at +1 (800) 967-0261 (U.S. toll free) or +1 (646) 852-9043 (collect). Documents relating to the Offer, including the Offer to Purchase and the Notice of Guaranteed Delivery, are also available at www.dfking.com/movida.
The Issuer has engaged Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Banco Bradesco BBI S.A., BNP Paribas Securities Corp., Santander US Capital Markets LLC and UBS Investment Bank to act as the dealer managers (the “Dealer Managers”) in connection with the Tender Offer. In such capacity, the Dealer Managers may contact holders of Notes regarding the Tender Offer and may request brokers, dealers, commercial banks, trust companies and other nominees to forward the Offer to Purchase and related materials to beneficial owners of Notes. The Dealer Managers can be contacted at their telephone numbers set forth on the back cover page of the Offer to Purchase with questions regarding the Tender Offer.
Disclaimer
This press release must be read in conjunction with the Offer to Purchase. This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. This press release and the Offer to Purchase contain important information that must be read carefully before any decision is made with respect to the Tender Offer. If any holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, from its attorney, accountant or other independent financial or legal adviser. None of the Issuer, the Guarantors, the Tender Agent and Information Agent, the Dealer Managers or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders should tender any Notes in the Tender Offer or expressing any opinion as to whether the terms of the Tender Offer are fair to any holder. Holders must make their own decision as to whether to tender any Notes and, if so, the principal amount of Notes to tender.
The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Issuer by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
Important Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or that relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described in this press release will be consummated or as to the ultimate terms of any such transactions. Movida does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
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