Cimento Tupi S.A.

Case No. 9381


Case Background

Cimento Tupi S.A. - Under Judicial Recovery, Corporation enrolled with the CNPJ/ME under the No. 33.039.223/0001-11, hereinafter referred to as “Cimento Tupi” or “Debtor”, pursuant to art. 53 of Law No. 11.101/2005, presents this judicial recovery plan in the records of the judicial recovery proceeding No. 0012239-96.2021.8.19.0001, in progress before the 3rd Business Court of the District of the Capital of the State of Rio de Janeiro.
 

Class III – Overall Payment of Class III Credits in Foreign Currency

 • All class III credits denominated in USD and, in the case of bondholders, who have started the individualization of their credits, will receive up to USD 3.75 million (maximum amount limited by the amount of each creditor's credit) in the following terms:

• Total Limit for overall payment of USD 40 million. In case this value is exceeded, all creditors will receive in the same proportion of their eligible credits in these terms. The remaining balance of the credit will be paid under the terms of any reorganization option chosen by each creditor

         • Example: in case USD 42 Million are eligible for payment in this terms (40/42=95.3%), a creditor with a USD 300 thousand credit, that could receive up to USD 300 thousand in this terms, will receive USD 285.7 thousand in this terms (95.2% of 300 thousand) plus USD 14.3 thousand in the chosen restructuring option

• Amortization schedule

         • Payment of 20% within 30 days from the Recognition of the Plan in Chapter 15 for Class III Credits represented by Senior Unsecured Notes or Legal Approval of the Plan for all the other Class III Credits

         • Payment of the remaining balance in 5 annual and successive installments, each of 16% p.a.

• Interest rate: 0.75% p.a. (interest paid annually together with principal)

Class III - Restructuring Option I

• Principal and interest grace period: 48 months (PIK - capitalized interest)

• Growing amortization schedule, in 16 annual installments

• Interest rate: 0.75% p.a. for credits expressed in USD and 3.31% for credits expressed in BRL (interest paid annually together with the principal after the grace period)

Class III - Restructuring Option II

• 70% haircut/goodwill

• Remaining balance divided in two tranches

Tranche 1 – 10% of the remaining balance

• Payment within 30 days from the Recognition of the Plan in Chapter 15 for Class III Credits represented by Senior Unsecured Notes or the Legal Approval of the Plan for all the other Class III Credits

Tranche 2 – 90% of the remaining balance

• Principal and interest grace period: 48 months (PIK -capitalized interest)

• Growing amortization schedule, in 7 annual installments

• Interest rate: 2% p.a. for credits expressed in USD and 4.75% for credits expressed in BRL (interest paid annually together with the principal after the grace period)

Class III - Restructuring Option III

• 75% discount/goodwill

Remaining balance post-discount/goodwill:

• Interest rate: 8% p.a.

• Interest payment:

         • Interest grace period up to the 33rd month – 100% PIK - capitalized interest

         • 34th-60th month – quarterly cash payment of 2% p.a PIK of 6% p.a.

         • From the 61st month – quarterly cash payment of 8% p.a.

• Principal grade period: 60 months

• Growing amortization schedule, in 36 quarterly installments

Class III - Restructuring Option IV

Capitalization of credits:

•1% of the total credit balance will be paid with New Shares upon capitalization of credits within 30 days

  • New Shares will represent a total of 21% of the total voting capital of Cimento Tupi and will be distributed proportionally to the credit value of those who chose the Restructuring Option IV        

Debt:

•95% discount/goodwill (after capitalization and discount/goodwill, the remaining balance that will be paid in the terms below will be equivalent to 4% of the total balance)

• Interest rate: 9.5% p.a.

• Interest payment:

         • From the 61st month – quarterly cash payment of 9.5% p.a.

• Principal grade period: 168 months

• Principal amortization: 100% (bullet) in the 180th month

• 1% of the total credit balance will be paid with New Shares upon capitalization of credits within 30 days

• New Shares will represent 21% of the total voting capital of Cimento Tupi and will be distributed proportionally to the credit value of those who chose the Restructuring Option I

The approved plan is awaiting the legal confirmation by the Bankruptcy Court, and therefore the 30-day period for creditors to submit their notices has not commenced.