LIGHT S.A. - em Recuperação Judicial ANNOUNCES EXPIRATION OF, AND RECEIPT OF REQUIRED CONSENTS IN CONNECTION WITH, THE CONSENT SOLICITATION RELATING TO THE NOTES UNITS

which consist of: (1) U.S.$400.0 million aggregate principal amount of 4.375% Notes due 2026, issued by Light Serviços de Electricidade S.A.; and (2) U.S.$200.0 million aggregate principal amount of 4.375% Notes due 2026, issued by Light Energia S.A., which are guaranteed by Light S.A.

SÃO PAULO, July 23, 2024 /PRNewswire/ -- Light S.A. - em Recuperação Judicial, a sociedade por ações (the "Company"), announces that it received the required consents from the holders (the "Holders") of the U.S.$600 million aggregate principal amount of Notes Units (the "Notes Units"), which consist of: (1) U.S.$400.0 million aggregate principal amount of 4.375% Notes due 2026, issued by Light Serviços de Electricidade S.A. (the "Light SESA Notes"); and (2) U.S.$200.0 million aggregate principal amount of 4.375% Notes due 2026, issued by Light Energia S.A. (the "Light Energia Notes" and, together with the Light SESA Notes, the "Underlying Notes"), which are guaranteed by the Company (the "Notes Unit Guarantee" and, collectively, with the Notes Units and the Underlying Notes, the "Securities") for the adoption of certain proposed amendments as set forth below (the "Proposed Amendments") to the indenture governing the Notes Units, dated as of June 18, 2021 (the "Indenture") and the Securities, in connection with the previously announced consent from Holders (the "Consent Solicitation").

The Proposed Amendments include: (a) change the governing law of the Indenture and the Securities (and any non-contractual obligations arising out of or in connection with them) from the laws of the State of New York to the laws of England and Wales; (b) change the jurisdiction clause in each of the Indenture and the Securities such that the courts of England and Wales shall have (1) non-exclusive jurisdiction to settle any disputes or proceedings that arise out of or in connection with the Indenture and the Securities and (2) exclusive jurisdiction to settle any such disputes or proceedings instituted by the relevant issuers or the Company in relation to any Holders or the Trustee on behalf of the Holders; and (c) include a provision relating to the Contracts (Rights of Third Parties) Act 1999.

Holders of the Notes Units are referred to the consent solicitation statement of the Company, dated July 11, 2024, as amended (the "Consent Solicitation Statement") for the detailed terms and conditions of the Consent Solicitation with respect to the Notes Units. Terms not defined in this press release shall have the meaning ascribed to them in the Consent Solicitation Statement.

The Consent Solicitation expired at 5:00 p.m. (New York City time) on July 18, 2024 (the "Expiration Date"). The Consent Solicitation was made solely by means of the Consent Solicitation Statement. As of the Expiration Date, the Company received consents from the holders of more than 50% in aggregate principal amount of the outstanding Notes Units with respect to the Proposed Amendments) (the "Requisite Consents"). The Company, the Issuers and the Trustee  executed the first supplemental indenture to the Indenture to implement the Proposed Amendments (the "Supplemental Indenture").

Only holders of record of the Notes Units (or their duly designated proxies) as of 5:00 p.m. (New York City time) on July 9, 2024 (the "Record Date") were entitled to consent to the Proposed Amendments pursuant to the Consent Solicitation.

Any questions or requests for assistance or for copies of the Consent Solicitation Statement or related documents may be directed to the Information and Tabulation Agent at its telephone number set forth below.

The Information and Tabulation Agent for the Consent Solicitation is:

D.F. King & Co., Inc.
E-mail: [email protected]
Banks and Brokers Call Collect: (212) 269-5550
All Others, Call Toll Free: (877) 732-3619 

THIS PRESS RELEASE IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY. THIS ANNOUNCEMENT IS ALSO NOT A SOLICITATION OF CONSENTS TO ANY PROPOSED AMENDMENTS. NO RECOMMENDATION IS MADE AS TO WHETHER HOLDERS OF THE NOTES UNITS SHOULD DELIVER CONSENTS TO THE PROPOSED AMENDMENTS.

Important Notice Regarding Forward-Looking Statements:

This press release contains certain forward-looking statements. Statements that are not historical facts, including statements about our perspectives and expectations, are forward looking statements. The words "expect", "believe", "estimate", "intend", "plan" and similar expressions, when related to the Company and its subsidiaries, indicate forward-looking statements. These statements reflect the current view of management and are subject to various risks and uncertainties. These statements are based on various assumptions and factors, including general economic, market, industry, and operational factors. Any changes to these assumptions or factors may lead to practical results different from current expectations. Excessive reliance should not be placed on those statements. Forward-looking statements relate only to the date they were made and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

SOURCE Light S.A.