AEGEA FINANCE S.À R.L. ANNOUNCES FINAL RESULTS AND EXPIRATION OF TENDER OFFER AND CONSENT SOLICITATION

Published: May. 19, 2022 at 11:29 AM EDT

SÃO PAULO, May 19, 2022 /PRNewswire/ -- AEGEA Finance S.à r.l. (the "Issuer"), which is a wholly-owned subsidiary of AEGEA Saneamento e Participações S.A. ("Aegea"), announced today the final tender results in connection with its previously announced cash tender offer (the "Tender Offer") for any and all of the outstanding U.S.$400,000,000 aggregate principal amount of its 5.750% Senior Notes due 2024 (the "Notes").  The Tender Offer expired at 11:59 p.m., New York City time, on May 18, 2022 (the "Expiration Time"). The Tender Offer was made pursuant to an Offer to Purchase and Consent Solicitation dated April 21, 2022 (the "Offer to Purchase").

As of the Expiration Time, U.S.$346,181,000 in aggregate principal amount of the Notes, representing 86.55% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer and consents delivered pursuant to the Consent Solicitation (as defined below).  The Issuer intends to purchase all Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Time on May 23, 2022 (the "Settlement Date").

In conjunction with receiving the requisite consents for the Notes in connection with its previously announced consent solicitation (the "Consent Solicitation") from the holders of the Notes (the "Holders"), a supplemental indenture to effect the proposed amendments described in the Offer to Purchase has been executed, which will become operative on the Settlement Date.

The total consideration payable to Holders for each U.S.$1,000 principal amount of Notes validly tendered at or prior to 5:00 p.m. (New York City time) on May 4, 2022 (such date and time, the "Early Tender Payment Deadline") and purchased pursuant to the Tender Offer will be U.S.$1,028.75 (the "Total Consideration"), plus accrued and unpaid interest up to, but not including the Settlement Date.  The Total Consideration includes an early tender payment of U.S.$30.00 per $1,000 principal amount of Notes (the "Early Tender Payment"), payable only to Holders who validly tendered (and do not withdraw) their Notes and validly deliver (and do not revoke) the related consents to the Proposed Amendments at or prior to the Early Tender Payment Deadline.

Holders of Notes who validly tender their Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time will not be entitled to receive the Early Tender Payment and will be entitled to receive only the Tender Offer Consideration, as described in the Offer to Purchase, plus accrued and unpaid interest up to, but not including, the Settlement Date.

On May 23, 2022, the Issuer intends to issue a notice to redeem the Notes that were not purchased in the Tender Offer on May 26, 2022 at the then-applicable redemption price of 102.875% of the aggregate principal amount thereof plus accrued and unpaid interest for the Notes. This press release does not constitute a notice of redemption of the Notes.

Banco BTG Pactual S.A. – Cayman Branch, Itau BBA USA Securities, Inc., Morgan Stanley & Co. LLC, Banco Bradesco BBI S.A. and J.P. Morgan Securities LLC are acting as dealer managers for the Tender Offer and as solicitation agents for the Consent Solicitation and can be contacted at their respective telephone numbers set forth on the back cover page of Offer to Purchase with questions regarding the Tender Offer and the Consent Solicitation.

Copies of the Offer to Purchase are available to holders of Notes from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer and the Consent Solicitation. Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (800)-249-7148 (toll free), +1 (212) 269-5550 (collect) or aegea@dfking.com.

Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offer and the Consent Solicitation were made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of Aegea or any of its subsidiaries, including the Issuer. The Tender Offer and the Consent Solicitation were not made to, nor did the Issuer accept tenders of Notes or deliveries of consents from, holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the Proposed Amendments to the Indenture. No recommendation is made as to whether holders should tender their Notes or deliver their consents with respect to the Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the terms and conditions of the Tender Offer and the Consent Solicitation.

Important Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. Neither the Issuer nor Aegea undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

DISCLAIMER

This press release must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Tender Offer and the Consent Solicitation. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offer. None of Aegea, the Issuer, the dealer managers and solicitation agents, the information and tender agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Holders of Notes should participate in the Tender Offer.

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SOURCE AEGEA Finance S.à r.l

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