CEMIG Geração e Transmissão S.A. announces cash tender offer for its 9.250% Senior Notes due 2024

BELO HORIZONTE, Brazil, Nov. 28, 2022 /PRNewswire/ -- CEMIG Geração e Transmissão S.A. ("CEMIG GT"), a wholly-owned subsidiary of Companhia Energética de Minas Gerais ("CEMIG Holding"), today announced the commencement of an offer to purchase for cash up to the Maximum Amount (as defined below) of its outstanding 9.250% Senior Notes due 2024 (the "Notes") issued by CEMIG GT (the "Offer"). When used in this press release, the terms "we," "us" and "our" refer collectively to CEMIG GT and CEMIG Holding, in each case, unless the context otherwise requires.

The Offer is made upon the terms and subject to the conditions set forth in the offer to purchase dated November 28, 2022 (the "Offer to Purchase"), including, among other things, the total or partial settlement of CEMIG GT's ninth issuance of simple debentures, non-convertible into shares, with an additional fiduciary guarantee from CEMIG Holding, in up to two series, for public distribution with restricted distribution efforts, amounting up to R$1,000,000,000.00 (one billion reais), which has an estimated settlement on or about December 20, 2022 (the "Financing Condition"). CEMIG GT, in its sole discretion, may waive the Financing Condition. The Offer is not contingent upon the tender of any minimum principal amount of Notes, but CEMIG GT will only purchase Notes up to the maximum aggregate principal amount of U.S. $250 million (the "Maximum Amount"). Accordingly, if the Maximum Amount is reached in respect of tenders made on or prior to the Early Tender Date (as defined below), no Notes that are validly tendered after the Early Tender Date will be accepted for purchase, even if validly tendered and not validly withdrawn, and any Notes tendered on or prior to the Early Tender Date and accepted for purchase on the Early Acceptance Date (as defined in the Offer to Purchase) or the Expiration Date (as defined below), if the Early Settlement Right (as defined below) is not exercised, will be accepted on a prorated basis such that CEMIG GT purchases an aggregate principal amount of Notes that would not exceed the Maximum Amount in the Offer.

The following table sets forth certain information relating to the Offer.

Indicative Timetable for the Offer:

The Offer will expire at 11:59 p.m. (New York City time) on December 23, 2022, unless earlier terminated or extended by CEMIG GT (such time and date, as the same may be extended, the "Expiration Date").

Holders of Notes who validly tender and do not validly withdraw their Notes on or prior to 5:00 p.m. (New York City time) on December 9, 2022, unless extended (such time and date, as they may be extended, the "Early Tender Date"), will be eligible to receive the total consideration of U.S.$1,031.25 per U.S.$1,000 principal amount of Notes tendered (the "Total Consideration"), which includes an early tender premium of U.S.$50.00 per U.S.$1,000 principal amount of Notes validly tendered on or prior to the Early Tender Date and not validly withdrawn on or prior to the Withdrawal Date (the "Early Tender Premium"). Holders who validly tender and do not validly withdraw their Notes after the Early Tender Date, but on or prior to the Expiration Date, will be eligible to receive the tender consideration of U.S.$981.25 per U.S.$1,000 principal amount of Notes tendered (the "Tender Consideration"). The Tender Consideration does not include the Early Tender Premium. Notes tendered may be withdrawn at any time on or prior to 5:00 p.m. (New York City time) on December 9, 2022, unless extended by CEMIG GT in its sole discretion (such time and date, as they may be extended, the "Withdrawal Date"), but not thereafter.

If any Notes are purchased in the Offer, Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Date will be accepted for purchase in priority to any Notes validly tendered in the Offer after the Early Tender Date. Accordingly, if the Maximum Amount is reached in respect of tenders made on or prior to the Early Tender Date, no Notes that are validly tendered after the Early Tender Date will be accepted for purchase, and any Notes tendered on or prior to the Early Tender Date and accepted for purchase on the Early Acceptance Date (or the Expiration Date, if the Early Settlement Right is not exercised) will be accepted on a prorated basis such that we purchase an aggregate principal amount of Notes that would not exceed the Maximum Amount in the Offer.

In addition to the applicable Total Consideration and the applicable Tender Consideration, as applicable, holders whose Notes are accepted for purchase in the Offer will also receive accrued and unpaid interest ("Accrued Interest") from, and including, the last interest payment date to, but not including, the Early Settlement Date or the Final Settlement Date (each, a "Settlement Date"), as applicable.

CEMIG GT reserves the right, but is under no obligation, at any point following the Early Tender Date and before the Expiration Date, to accept for purchase any Notes validly tendered and not subsequently withdrawn on or prior to the Early Tender Date (the "Early Settlement Right"). The date of payment for Notes purchased pursuant to the Early Settlement Right (the "Early Settlement Date") will be determined at CEMIG GT's option and is currently expected to be December 21, 2022, subject to all conditions of the Offer having been either satisfied or waived by CEMIG GT, including the Financing Condition. All Notes tendered and accepted for purchase that have not been settled on the Early Settlement Date, if any, will be settled on December 28, 2022, promptly following the Expiration Date. In all cases, the total principal amount of Notes accepted for purchase by CEMIG GT may be subject to proration based upon the Maximum Amount as described in the Offer to Purchase.

Completion of the Offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the Financing Condition. CEMIG GT has the right, in its sole discretion, to amend or terminate the Offer at any time, subject to applicable law.

We have retained Banco Bradesco BBI S.A., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Santander Investment Securities Inc. to serve as dealer managers and D.F. King & Co., Inc. to serve as information and tender agent for the Offer. The full details of the Offer, including complete instructions on how to tender Notes, are included in the Offer to Purchase. Holders of Notes are strongly encouraged to carefully read the Offer to Purchase, including materials incorporated by reference therein, because they contain important information. Requests for the Offer to Purchase and any related supplements may also be directed to D.F. King & Co., Inc. by telephone at +1 (212) 269-5550 or +1 (800) 578-5378 (US toll free) or in writing at [email protected]. Questions about the Offer may be directed to Banco Bradesco BBI S.A. by telephone at +1 (646) 432-6642, Goldman Sachs & Co. LLC by telephone at +1 (212) 357-1452 (collect) or +1 (800) 828-3182 (toll free), Morgan Stanley & Co. LLC by telephone at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect) and Santander Investment Securities Inc. by telephone at +1 (855) 404-3636 (toll free) or +1 (212) 940-1442 (collect).

This press release shall not constitute an offer to purchase or a solicitation of acceptance of the offer to purchase, which are being made only pursuant to the terms and conditions contained in the Offer to Purchase. The Offer is not being made to, nor will CEMIG GT accept tenders of Notes from, holders in any jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. In any jurisdiction where the laws require the Offer to be made by a licensed broker or dealer, the Offer will be made by the dealer managers on behalf of CEMIG GT.

None of CEMIG GT, CEMIG Holding, the information and tender agent, the dealer managers or the trustee with respect to the Notes, nor any of their respective affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the Offer. None of CEMIG GT, CEMIG Holding, the information and tender agent, the dealer managers or the trustee with respect to the Notes, nor any of their respective affiliates, has authorized any person to give any information or to make any representation in connection with the Offer other than the information and representations contained in the Offer to Purchase.

Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any regulatory authority of any other country has approved or disapproved of the Offer, passed upon the merits or fairness of the Offer or passed upon the adequacy or accuracy of the disclosure in the Offer to Purchase.

About CEMIG GT and CEMIG Holding

CEMIG GT is a wholly-owned subsidiary of CEMIG Holding, a state-controlled mixed capital company domiciled in and controlled by the State of Minas Gerais, Brazil. CEMIG Holding is domiciled in Brazil, whose objects include, but are not limited to: construction, operation and commercialization of systems for generation, transmission, distribution and sale of energy, and also activities in the various fields of energy sector and gas distribution, for the purpose of commercial operation, either directly by CEMIG Holding or by subsidiaries or other companies in which CEMIG Holding is a shareholder.

Forward-Looking Statements

Statements in this press release may be "forward-looking statements," which are subject to risks and uncertainties. Other than statements of historical fact, information regarding activities, events and developments that we expect or anticipate will or may occur in the future are forward-looking statements based on management's estimates, assumptions and projections. Many forward-looking statements may be identified by the use of words such as "expect," "anticipate," "intend," "plan," "believe, "estimate" and similar expressions. Forward-looking statements contained in this press release are predictions only and actual results could differ materially from management's expectations due to a variety of factors, including those described in the section titled "Risk Factors" in CEMIG Holding's Annual Report for fiscal year 2021 on Form 20-F. All forward-looking statements attributable to CEMIG GT or CEMIG Holding are expressly qualified in their entirety by such risk factors, in each case as applicable. The forward-looking statements that we make in this press release are based on management's current views and assumptions regarding future events and speak only as of their dates. We assume no obligation to update developments of these risk factors or to announce publicly any revisions to any of the forward-looking statements that we make, or to make corrections to reflect future events or developments, except as required by U.S. federal securities laws.

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 Offer. 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 Offer. None of CEMIG GT, CEMIG Holding, the dealer managers, 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 Offer.

SOURCE CEMIG Geração e Transmissão S.A.