StoneCo Ltd. announced that it has commenced a cash tender offer to purchase any and all of its outstanding 3.950% senior notes due 2028. Initially, the Notes are fully, unconditionally and irrevocably guaranteed by Stone Instituição de Pagamento S.A., MNLT S.A. and Pagar.me Instituição de Pagamento S.A. In connection with the Tender Offer, the Company is also soliciting consents from registered holders of the Notes to proposed amendments to the indenture governing the Notes (Indenture), providing for, among other things, the elimination of substantially all of the restrictive covenants, various events of default and related provisions contained in the Indenture, as well as allowing the Company to replace itself as principal debtor in respect to the Notes by a substituted debtor; provided that the Company (and all other existing guarantors) shall guarantee the payment of all sums payable by the substituted debtor as such principal debtor on the same terms mutatis mutandis as the Notes and subject to certain other conditions (the "Proposed Amendments"). The Tender Offer and the Consent Solicitation are being made upon the terms and subject to the conditions set forth in an offer to purchase and consent solicitation statement dated July 1, 2024 (the "Offer to Purchase and Consent Solicitation").

Any capitalized term used but not defined in this press release has the respective meaning set forth in the Offer to Purchase and Consent Solicitation. The Tender Offer and the Consent Solicitation will expire immediately after 5:00 p.m., New York City time, on July 30, 2024, unless extended or earlier terminated by the Company (the "Expiration Time"). Holders may participate in the Tender Offer and the Consent Solicitation by validly tendering and not validly withdrawing their Notes at or prior to 5:00 p.m., New York City time, on July 15, 2024 unless extended (the "Early Tender Deadline").

In this case, Holders will be deemed to have validly tendered their Notes and delivered their Consent related to the Notes and will be eligible to receive the Total Consideration, which includes the Early Tender Consideration. Holders may also participate in the Tender Offer and Consent Solicitation by validly tendering Notes and delivering their Consent after the Early Tender Deadline and at or prior to the Expiration Time, but they will be eligible to receive only the Tender Offer Consideration (as defined in the Offer to Purchase and Consent Solicitation), which excludes the Early Tender Consideration. In addition to the Tender Offer Consideration or the Total Consideration, as the case may be, Holders whose Notes are accepted for purchase pursuant to the Tender Offer and Consent Solicitation will also receive Accrued Interest.

Payment for the Notes that are validly tendered and not validly withdrawn, along with Consents that are validly delivered and not validly revoked, prior to or at the Early Tender Deadline and that are accepted for purchase may be made, at option, on the Early Settlement Date. The Early Settlement Date, if it occurs, is expected to be on two business days immediately after the Early Tender Deadline in respect of the Tender Offer and Consent Solicitation. It is anticipated that the Early Settlement Date, if it occurs, will be on or around July 17, 2024.

If the Early Settlement Date occurs, payment for the Notes that are validly tendered and not validly withdrawn after the Early Tender Deadline and prior to or at the Expiration Time and that are accepted for purchase will be made on the Final Settlement Date. If no Early Settlement Date occurs, then payment for all the Notes that are validly tendered and not validly withdrawn at any time prior to the Expiration Time and that are accepted for purchase will be made on the Final Settlement Date. It is anticipated that the Final Settlement Date will be on or around July 31, 2024.

Notes tendered in accordance with the Tender Offer and Consent Solicitation may be withdrawn and Consents delivered may be revoked at any time at or prior to 5:00 p.m., New York City time, on July 15, 2024, unless extended (the "Withdrawal Deadline," which prior to any extension of any Early Tender Deadline shall be the same date as the initial Early Tender Deadline). Holders of the Notes may not tender their Notes without also delivering their Consent to the Proposed Amendments (as defined herein) and vice versa. The valid tender of Notes by any Holder prior to or at the Expiration Time will be deemed to constitute the giving of a Consent by such Holder to the Proposed Amendments to the Indenture governing the Notes.

A valid withdrawal of tendered Notes will constitute the concurrent valid revocation of such Holder's related Consents and vice versa. The Company will pay a soliciting broker fee of USD 2.50 for each USD 1,000 principal amount of the Notes that are validly tendered and accepted for purchase pursuant to the Tender Offer and Consent Solicitation to retail brokers that are appropriately designated by their tendering Holder clients to receive this fee; provided that such fee will only be paid with respect to tenders by Holders whose aggregate principal amount of Notes is USD 250,000 or less. The consummation of the Tender Offer and the Consent Solicitation is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase and Consent Solicitation.