Ultrapar International S.A. Announces the Final Tender Results of the Tender Offer for its 5.250% Notes due 2026

SAO PAULO, June 20, 2019 /PRNewswire/ --

ULTRAPAR INTERNATIONAL S.A.
(Incorporated in the Grand Duchy of Luxembourg)

Offer to Purchase for Cash Up to U.S.$200,000,000 Aggregate Principal Amount of its Outstanding 5.250% Notes due 2026

Ultrapar International S.A., a public limited liability company (société anonyme) organized and established under the laws of the Grand Duchy of Luxembourg with registered office at 6, rue Eugène Ruppert, L-2453, Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) under number B208982 ("Ultrapar"), hereby announces the final tender results and expiration of its offer to purchase for cash up to U.S.$200,000,000 aggregate principal amount (subject to increase by Ultrapar in its sole discretion under the circumstances described in the Offer to Purchase (as defined below), the "Maximum Tender Amount") of its outstanding 5.250% Notes due 2026 (CUSIP: 90401C AA7 and L9412A AA5, and ISIN: US90401CAA71 and USL9412AAA53) (the "Notes"), upon the terms and subject to the conditions described in the Offer to Purchase dated May 22, 2019 (as it may be amended or supplemented from time to time, the "Offer to Purchase"). Capitalized terms used in this announcement, but not defined herein, shall have the meanings given to such terms in the Offer to Purchase.

As set forth in the Offer to Purchase, the Tender Offer expired at 11:59 p.m., New York City time, on June 19, 2019 (the "Expiration Date").

As announced by Ultrapar on June 6, 2019, the Maximum Tender Amount had been reached in respect of tenders of Notes made on or prior to the Early Tender Date. Ultrapar hereby announces that it did not elect to increase the Maximum Tender Amount. Accordingly, because the Tender Offer was fully subscribed as of the Early Tender Date, Notes that were validly tendered after the Early Tender Date and on or prior to the Expiration Date will not be accepted for purchase by Ultrapar. Any Notes tendered pursuant to the Tender Offer but not accepted for purchase by Ultrapar will be promptly returned to Holders.

Ultrapar announces that U.S.$199,997,000.00 in principal amount of the Notes will be purchased by Ultrapar pursuant to the Tender Offer, which represents approximately 26.7% of the principal amount of Notes outstanding. As described in the Offer to Purchase, Ultrapar currently expects that the Settlement Date will be June 21, 2019.

In accordance with the Offer to Purchase, Holders of Notes that were validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer will receive the Tender Offer Consideration plus the Early Tender Premium. In addition, all Holders of Notes accepted for purchase pursuant to the Tender Offer will, on the Settlement Date, also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Settlement Date.

NEITHER THE OFFER TO PURCHASE NOR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFER HAVE BEEN FILED WITH OR REVIEWED BY THE FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities. The Tender Offer was made solely pursuant to the Offer to Purchase. Ultrapar made the Tender Offer only in those jurisdictions where it was lawful to do so. The Tender Offer was not made to, and Ultrapar did not accept tenders of Notes from, Holders in any jurisdiction in which the Tender Offer or the acceptance thereof would not be in compliance with applicable law in such jurisdiction.

This release may contain certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan" and similar expressions are generally intend to identify forward-looking statements. Ultrapar is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

Global Bondholder Services Corporation acted as the tender agent and as the information agent (the "Tender and Information Agent") for the Tender Offer. Banco Bradesco BBI S.A., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Itau BBA USA Securities, Inc. and Santander Investment Securities Inc. acted as Dealer Managers (the "Dealer Managers") for the Tender Offer.

The Tender and Information Agent for the Tender Offer was:

Global Bondholder Services Corporation

The Dealer Managers for the Tender Offer were:

SOURCE Ultrapar International S.A.

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