LLX Logistica : Material Fact - Intention to commence a public tender offer for all outstanding shares of the Company

MATERIAL FACT

Prumo Logística S.A. (the "Company") (Bovespa: PRML3), in accordance with article 157, paragraph 4 of Law No. 6,404/76 and Instruction No. 358/02 of the Brazilian Securities Commission - CVM, informs its shareholders and the market in general that the Company's Board of Directors received today notice from the Company's controlling shareholder, attached hereto, of its intention to commence a public tender offer for all outstanding shares of the Company.

The Company will keep its shareholders informed of the development of such event.

Rio de Janeiro, October 14, 2016

Prumo Logística S.A.

Eugênio Leite de Figueiredo

Chief Financial Officer and Investor Relations Officer

"October 14, 2016

To

Prumo Logística S.A.

Rua do Russel, 804, 5° andar

Glória, Rio de Janeiro - RJ

At.: Mr. Eugênio de Leite Figueiredo

Ref.: De-listing Tender Offer

Dear Sirs,

EIG LLX HOLDINGS S.À.R.L, a société à responsabilité limitée duly registered and validly existing in accordance with the laws of Luxembourg, with its headquarters located at 2 Boulevard Konrad Adenauer, L-1115 Luxembourg, enrolled with the Brazilian Taxpayers Registry (CNPJ/MF) under n° 18.916.230/0001-60 ("EIG LLX") together with EIG ENERGY XV HOLDINGS (Flame), LLC a limited liability company duly registered and validly existing in accordance with the laws of Delaware, U.S.A., with its headquarters located at 160 Greentree Drive, Suite 101, Dover, DE 19904, enrolled with the Brazilian Taxpayers Registry (CNPJ/MF) under n° 21.530.014/0001-97 ("EIG Flame" and together with EIG LLX, "EIG"), controlling shareholders holding approximately 76.73% of the total and voting capital of Prumo Logística S.A. (the "Company").

Whereas that as a result of the capital increase approved by the Board of Directors of the Company on July 26 2016 and confirmed by the Board of Directors on October 10, 2016, EIG is now holding more than 75% (seventy five per cent) of the Company´s capital stock and, therefore, is no longer complying with the minimum free float requirement (Percentual Mínimo de Ações em Circulação) applicable to companies listed in the ("Novo Mercado") of the Brazilian Stock Exchange (BM&FBOVESPA - Bolsa de Valores, Mercadorias e Futuros, "BM&FBOVESPA"), pursuant to Clause 3.1(vi) of the Novo Mercado Listing Rules;

EIG hereby informs that it does not have the intention to dispose of its shares in the capital stock market and it will, therefore, launch, directly or through a related party, a public tender offer to acquire all of the outstanding shares issued by the Company to cancel the Company´s registration as a listed category "A" company with the CVM and delist the Company from the Novo Mercado, pursuant to article 4, §4 of Law n. 6.404, issued on December 15, 1976, as amended ("Law n. 6404/76"), CVM Rule n. 361, issued on March 5th, 2002, as amended ("CVM Rule 361"), Sections X and XI of the Novo Mercado Listing Rules, and articles 33 and 34 of the Company's Bylaws (the "Mandatory Tender Offer" or the "MTO").

The MTO shall aim at acquiring up to all of the 87.507.375 outstanding common shares issued by the Company, representing approximately 23.27% of the total and voting share capital. The maximum price offered shall be of R$6.69 (six reais and sixty nine centavos) per share, paid in Brazilian Reais at the date of the financial liquidation of the MTO.

The offered price per share is equivalent to the issue price per share fixed by the Board of Directors of the Company within the capital increase approved on the meeting held on July 26, 2016 and partially confirmed on the meeting held on October 10, 2016, pursuant to article 170, paragraph 1, item III of the Law n. 6404/76.

We kindly request that the Board of Directors convene in order to (i) appoint 3 (three) specialized firms which shall be responsible for preparing the valuation report for the MTO; and (ii) call a General Shareholders Meeting of the Company, so that: (a) the shareholders holding the outstanding shares, as defined in the Novo Mercado Listing Rules, may choose the specialized firm which shall be responsible for preparing the valuation report of the shares issued by the Company, based on the list presented by the Board of Directors, and (b) resolve on the delisting of the Company from Novo Mercado, which shall be conditioned to any applicable term and condition of the MTO.

The launching of the MTO is conditioned to the approval of the request for registration of such Mandatory Tender Offer by the regulatory authorities and self-regulatory organizations, such as CVM and BM&FBOVESPA and the approval of the MTO by certain creditors of the Company. Other terms and conditions of the MTO shall be timely informed to the market in accordance with the applicable rules.

We remain at your disposal for any further necessary clarifications.

______________________________________________

EIG LLX HOLDINGS S.Á.R.L

______________________________________________

EIG ENERGY XV HOLDINGS (Flame), LLC"