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

SÃO PAULO, Sept. 1, 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 the successful results of its previously announced consent solicitation involving its 5.750% Senior Notes due 2024 (the "Notes").

As of 5:00 p.m., New York City time, on September 1, 2021 (the "Expiration Date") holders of US$341,725,000 aggregate principal amount of the Notes, or approximately 85% of the outstanding principal amount of the Notes, had validly delivered their consents pursuant to the consent solicitation (the "Consent Solicitation"), upon the terms and conditions described in the Issuer's Consent Solicitation Statement, dated August 18, 2021 (the "Statement").  As of the date of the Statement, the outstanding principal amount of the Notes, excluding Notes held by affiliates of the Issuer (which were not eligible to vote for purposes of the Consent Solicitation), was US$399,800,000.

Based on the number of consents delivered pursuant to the Consent Solicitation on or prior to the Expiration Date, holders of a majority of the outstanding principal amount of Notes have validly delivered consents to certain proposed amendments as described in the Statement (the "Proposed Amendments").  As a result, the Proposed Amendments are expected to become effective on or promptly following the date hereof upon the execution of the supplemental indenture to the indenture, dated as of October 10, 2017 (the "Indenture"), among the Issuer, Aegea and U.S. Bank National Association, as trustee.

The revocation deadline for the Consent Solicitation has passed and therefore consents that have been validly delivered cannot be revoked. The settlement date on which the Issuer expects to pay an aggregate amount of US$6,000,000 for the benefit, on a pro rata basis, of each holder for which consents were delivered and accepted in the Consent Solicitation is expected to be September 3, 2021.

The supplemental indenture reflecting the Proposed Amendments will be effective and operative immediately upon execution thereof. Holders of Notes for which no consent was delivered will not receive the consent payment, even though the Proposed Amendments, once operative with respect to the Notes, will bind all holders of such Notes and their transferees.

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]. 

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.

Contact: Micheal Horthman, 212-269-5550, [email protected]

SOURCE AEGEA Finance S.à r.l.