Centrais Elétricas Brasileiras S.A. - Eletrobras Announces Final Results of Cash Tender Offer for Any and All of the Outstanding U.S.$1,750,000,000 5.750% Notes due 2021 Issued by Eletrobras

RIO DE JANEIRO, Jan. 30, 2020 /PRNewswire/ -- Centrais Elétricas Brasileiras S.A. - Eletrobras ("Eletrobras" or the "Purchaser") today announced the final results in connection with the previously announced tender offer to purchase for cash (the "Offer") any and all of the outstanding U.S.$1,750,000,000 5.750% Notes due 2021 issued by Eletrobras (the "Notes"). 

The Offer expired on January 30, 2020 at 8:30 a.m., New York City time (the "Expiration Deadline").

Eletrobras has been advised that, as of the Expiration Deadline, U.S.$1,122,703,000 in aggregate principal amount of the Notes, or approximately 64.15% of the aggregate outstanding principal amount of the Notes, had been validly tendered (and not validly withdrawn) pursuant to the Offer. In addition, Eletrobras has been advised that, as of the Expiration Deadline, U.S.$1,595,000 in aggregate principal amount of the Notes had been validly tendered pursuant to the Guaranteed Delivery Procedures (as defined in the Tender Offer Memorandum (as defined below)).

Holders of the Notes ("Holders") (i) whose Notes were validly tendered prior to the Expiration Deadline, and which were not validly withdrawn, or (ii) who delivered a properly completed and duly executed Notice of Guaranteed Delivery and all of the other required documents at or prior to the Expiration Deadline and deliver their Notes prior to the Guaranteed Delivery Deadline, which is currently expected to be February 3, 2020, are entitled to receive on the Tender Offer Settlement Date or the Guaranteed Delivery Settlement Date, as applicable, the Tender Offer Consideration (as defined in the Tender Offer Memorandum), plus accrued and unpaid interest from, and including, the interest payment date for the Notes immediately preceding the Tender Offer Settlement Date to, but excluding, the Tender Offer Settlement Date. Each of the Tender Offer Settlement Date and the Guaranteed Delivery Settlement Date is currently expected to be February 5, 2020, subject to the satisfaction or waiver of certain conditions described in the Tender Offer Memorandum, including the New Financing Condition (as defined in the Tender Offer Memorandum).

The Offer was conducted on the terms, and subject to the conditions, described in the tender offer memorandum, dated January 22, 2020 (the "Tender Offer Memorandum") and related notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Tender Offer Memorandum, the "Offer Documents"), previously distributed to Holders. 

Information Relating to the Offer

Goldman Sachs & Co. LLC, Itau BBA USA Securities, Inc. and Santander Investment Securities Inc. have been engaged as the Dealer Managers with respect to the Offer.  Investors with questions may contact Goldman Sachs & Co. LLC at +1 (212) 357-1452, Itau BBA USA Securities, Inc. at +1 (212) 710-6749 and Santander Investment Securities Inc. at +1 (212) 940-1442.

D.F. King & Co., Inc. has been engaged as Tender Agent. All questions to the Tender Agent should be directed to email: [email protected] or telephone: +1 (212) 269 5550 or toll-free at +1 (866) 406 2284.

Copies of the Offer Documents may be found for consultation at the Offer Website: www.dfking.com/eletrobras.

Neither the Tender Offer Memorandum nor any related document has been filed with or reviewed by the U.S. Securities and Exchange Commission, nor has any such document 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 Tender Offer Memorandum or any related document, and it is unlawful and may be a criminal offence to make any representation to the contrary.

This press release is not an offer to sell, or a solicitation of an offer to buy, any Notes.  The Offer was made solely by Eletrobras pursuant to the Offer Documents.  The Offer was not made to, nor has the Purchaser accepted 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 or other laws of such jurisdiction.

The Offer has not been, and will not be, registered with the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários).

About the Purchaser

Eletrobras was established on June 11, 1962, pursuant to Law 3,890-A, dated April 25, 1961, as a mixed-capital company with limited liability and unlimited duration whose purpose is the promotion of construction and operation of generation plants, transmission lines and distribution of electric energy, as well as the conclusion of the acts of commerce resulting from these activities, such as the sale of electric energy, causing Eletrobras to contribute decisively to the expansion of the supply of electric energy and the development of Brazil.

Forward-Looking Statements

This press release contains certain "forward-looking" statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements are likely to relate to, among other things, the Purchaser's current beliefs, expectations and projections about future events and financial trends affecting the Purchaser's business. Any of such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties, and that actual results may differ from those set forth in the forward-looking statements as a result of various factors (including, without limitations, the actions of competitors, future global economic conditions, market conditions, foreign exchange rates, and operating and financial risks related to managing growth and integrating acquired businesses), many of which are beyond the control of the Purchaser. The occurrence of any such factors not currently expected by the Purchaser would significantly alter the results set forth in these statements.  The Purchaser expressly disclaims a duty to update any of the forward-looking statements.

Contact:

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRAS

Rua da Quitanda 196
CEP 20091-005 Rio de Janeiro, RJ
Brazil
Tel.: + 55 (21) 2514-4637

SOURCE Centrais Elétricas Brasileiras S.A. - Eletrobras