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XP Inc. Announces Pricing of Senior Notes Offering

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XP, a leading financial platform in Brazil, announced on June 27, 2024, the pricing of a $500 million senior unsecured notes offering with a 6.750% interest rate, maturing in 2029. The notes, guaranteed by XP Investimentos, are expected to close on July 2, 2024, subject to customary conditions. Proceeds will be used to repurchase 3.250% senior notes due 2026 and for general corporate purposes. The offering is for qualified institutional buyers under Rule 144A and persons outside the US complying with Regulation S. The notes are not registered under the Securities Act, limiting US sales to exempt transactions.

Positive
  • Pricing of $500 million senior notes at 6.750% interest rate.
  • Guaranteed by XP Investimentos S.A.
  • Net proceeds intended for repurchasing 2026 notes and general corporate purposes.
Negative
  • Senior notes have not been and will not be registered under the Securities Act.

Insights

XP Inc.'s announcement of its senior notes offering is a significant financial move. Issuing $500 million in senior unsecured notes at a 6.750% interest rate due in 2029 suggests the company aims to strengthen its capital structure by refinancing existing debt. This strategic choice to tender 3.250% notes due in 2026 and repurpose the funds for general corporate purposes indicates a shift toward managing its debt maturity profile and possibly capitalizing on more favorable terms compared to current or expected market conditions.

From a financial standpoint, this move provides liquidity and extends the debt maturity horizon, which can be advantageous if the company anticipates higher interest rates ahead. However, the higher interest rate of 6.750% compared to the previous 3.250% can imply increased interest expense, which might impact short-term profitability but could be offset by strategic investments made possible through the new funds.

For investors, it's essential to monitor how XP Inc. utilizes these proceeds. Efficient use could lead to growth and improved financial health, while any misallocation might strain the company's financials given the increased cost of debt. Additionally, the qualification under Rule 144A and Regulation S indicates a targeted approach to institutional investors, reflecting confidence in securing the necessary capital without public offering constraints.

Understanding the implications of these financing activities can provide valuable insights into the company's future strategies and potential risks associated with its debt management practices.

XP Inc.'s decision to issue new senior notes aligns with broader market trends where companies look to refinance existing debt ahead of potential interest rate hikes. Borrowing at a fixed 6.750% rate until 2029 could be a strategic move to lock in rates before they rise further, indicating a proactive stance in financial management.

Additionally, the refinancing of 3.250% notes due 2026 might be seen as a way to manage investor sentiment and the company's credit profile. This approach reassures the market about XP Inc.'s ability to meet its obligations and maintain operational flexibility.

However, investors should consider the overall market environment in Brazil and globally, particularly how economic conditions and interest rate policies might evolve. XP Inc.'s ability to navigate these factors while leveraging the new funds for growth initiatives will be important in assessing the long-term benefit of this financing strategy.

Investors should also be aware of the specifics tied to the offering's structure under Rule 144A and Regulation S, emphasizing the sophisticated nature of the transaction and the general market confidence in XP Inc.'s financial health.

SÃO PAULO--(BUSINESS WIRE)-- XP Inc. (“XP” or “we”) (Nasdaq: XP) , a leading, technology-driven platform and a trusted provider of low-fee financial products and services in Brazil, announced that on June 27, 2024 it priced an offering of US$500 million aggregate principal amount of 6.750% senior unsecured notes due 2029 (the "notes"). The notes will be guaranteed by XP Investimentos S.A. The transaction is expected to close on July 2, 2024, subject to the satisfaction of customary closing conditions. XP intends to use the net proceeds from the offering of the notes to purchase tendered 3.250% senior unsecured notes due 2026 and for general corporate purposes.

The notes are being offered and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to persons outside of the United States in compliance with Regulation S under the Securities Act. The offer and sale of the notes has not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and the notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, these notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About XP

XP is a leading, technology-driven platform and a trusted provider of low-fee financial products and services in Brazil. XP’s mission is to disintermediate the legacy models of traditional financial institutions by:

  • Educating new classes of investors;
  • Democratizing access to a wider range of financial services;
  • Developing new financial products and technology applications to empower clients; and
  • Providing high-quality customer service and client experience in the industry in Brazil.

XP provides customers with two principal types of offerings, (i) financial advisory services for retail clients in Brazil, high-net-worth clients, international clients and corporate and institutional clients, and (ii) an open financial product platform providing access to over 800 investment products including equity and fixed income securities, mutual and hedge funds, structured products, life insurance, pension plans, real-estate investment funds (REITs) and others from XP, its partners and competitors.

Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as "expect," "anticipate," "should," "believe," "hope," “aim,” "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "might," "could," "intend," variations of these terms or the negative of these terms and similar expressions are intended to identify these statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond XP Inc’s control. XP, Inc’s actual results could differ materially from those stated or implied in forward-looking statements due to several factors, including but not limited to: competition, change in clients, regulatory measures, a change the external forces among other factors.

Investor Contact: ir@xpi.com.br

IR Website: investors.xpinc.com

Source: XP Inc.

FAQ

What did XP announce on June 27, 2024?

XP announced the pricing of a $500 million senior unsecured notes offering with a 6.750% interest rate, maturing in 2029.

What is the interest rate of XP's newly priced senior notes?

The interest rate is 6.750%.

What are the intended uses of the proceeds from XP's senior notes offering?

XP intends to use the proceeds to repurchase 3.250% senior notes due 2026 and for general corporate purposes.

When is the closing date for XP's senior notes offering?

The closing date is expected to be July 2, 2024.

Are XP's senior notes registered under the Securities Act?

No, the senior notes are not registered under the Securities Act.

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