AEGEA Finance S.à r.l. Announces Consent Solicitation For Its 5.750% Senior Notes Due 2024

SÃO PAULO, Aug. 18, 2021 /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 that it is soliciting consents (the "Consent Solicitation") from the holders of its 5.750% Senior Notes due 2024 (the "Notes") for the adoption of certain proposed amendments as set forth below (the "Proposed Amendments") to the indenture governing the Notes (the "Indenture").

The Proposed Amendments seek to amend the limitation on restricted payments covenant in the Indenture in order to allow Aegea, if no event of default has occurred and is continuing or would exist after giving pro forma effect thereto and Aegea is able to incur at least US$1.00 of additional indebtedness pursuant to the Consolidated Net Debt to EBITDA incurrence ratio in the limitation on incurrence of additional indebtedness covenant in the Indenture, to make Restricted Payments in an aggregate amount not to exceed R$2.5 billion (Two Billion Five Hundred Million Brazilian reais) during the next three years (or the remaining term of the Notes) to SPE Saneamento Rio 1 S.A. and SPE Saneamento Rio 4 S.A., special purpose entities organized under the laws of Brazil (collectively, the "SPEs"), subject to the terms and conditions described in the Issuer's Consent Solicitation Statement, dated August 18, 2021 (the "Statement"). Unless otherwise defined herein, capitalized terms used herein have the meanings given to them in the Statement.

The SPEs were created by the consortium of Aegea, Colibri Verde Fundo de Investimento em Participações em Infraestrutura, LT 9 Fundo de Investimento em Participações – Multiestratégia, Investimento no Exterior and Itaúsa S.A. (the "Consortium") in connection with the award to the Consortium of the 35-year concession of Regionalized Provision of Public Water Supply and Sewage Services Health and Complementary Services of the Municipalities of the State of Rio de Janeiro (Concessão da Prestação Regionalizada dos Serviços Públicos de Fornecimento de Água e Esgotamento Sanitário e dos Serviços Complementares dos Municípios do Estado do Rio de Janeiro) of two blocks in the privatization of the water and sewage services from the Companhia Estadual de Águas e Esgotos do Rio de Janeiro.

The Consent Solicitation will expire at 5:00 p.m., New York City Time, on September 1, 2021, unless extended or earlier terminated by the Issuer in its sole discretion (such date and time, as the same may be extended, the "Expiration Date").

Only Holders of the Notes as of 5:00 p.m. (New York City time) on August 17, 2021 (such date and time, including as such date and time may be changed by the Issuer, from time to time, the "Record Date") are entitled to consent to the Proposed Amendments pursuant to the Consent Solicitation. If the Holders of a majority in aggregate principal amount outstanding of the Notes (the "Required Consents") validly deliver Consents to the Proposed Amendments on or prior to the Expiration Date and do not validly revoke such Consents prior to the Revocation Deadline (as defined below), it is expected that the Issuer, Aegea and the trustee will execute a supplemental indenture (the "Supplemental Indenture") effecting the Proposed Amendments (such time, the "Consent Effective Time"). The Supplemental Indenture will be effective and operative immediately upon execution thereof as to all Holders at the Consent Effective Time, whether or not a Holder delivered a Consent.

In the event that the Consent Effective Time has occurred, the Issuer will pay in cash, on the Settlement Date, an aggregate amount of US$6,000,000 for the benefit, on a pro rata basis, of each Holder of record on the Record Date which has validly delivered a Consent to the Proposed Amendments on or prior to the Expiration Date and not validly revoked its Consent prior to the Revocation Deadline.

The Issuer reserves the right to modify the Statement and the terms and conditions of the Consent Solicitation or to terminate the Consent Solicitation at any time.

Itau BBA USA Securities, Inc. and Morgan Stanley & Co. LLC are the solicitation agents in the Consent Solicitation and D.F. King & Co., Inc. has been retained to serve as the information, tabulation and paying agent. Persons with questions regarding the Consent Solicitation should contact Itau BBA USA Securities, Inc. at (toll free) +1 (888) 770-4828 or (collect) +1 (212) 710-6749 and Morgan Stanley & Co. LLC at (toll free) +1 (800) 624-1808 or (collect) +1 (212) 761-1057. Requests for the Statement should be directed to D.F. King & Co., Inc., at (toll free) +1 (866) 796-7182, (banks and brokers) +1 (212) 269-5550 or by email to [email protected].  A recording of investor presentation materials is available on NetRoadshow: Secure Link: www.netroadshow.com/nrs/home/#!/?show=26dc6c5a and Entry Code: aegea2024.

None of the Issuer, Aegea, the solicitation agents, the information, tabulation and paying agent and the trustee or any of their respective affiliates is making any recommendation as to whether Holders of the Notes should deliver consents in response to the Consent Solicitation. Holders must make their own decisions as to whether to deliver consents. 

This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or otherwise. The Consent Solicitation is being made solely through the Statement referred to above and related materials. The Consent Solicitation is not being made to Holders of Notes in any jurisdiction in which the Issuer is aware that the making of the Consent Solicitation would not be in compliance with the laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Consent Solicitation to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be made on the Issuer's behalf by the solicitation agents or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Neither the Statement nor any documents related to the Consent Solicitation have been filed with, and have not been approved 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 Statement or any documents related to the Consent Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary.

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.

SOURCE AEGEA Finance S.à r.l.