AEGEA Finance S.à r.l. ANNOUNCES EARLY TENDER RESULTS AND RECEIPT OF REQUISITE CONSENTS

SÃO PAULO, May 4, 2022 /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 early tender results in connection with its previously announced cash tender offer (the "Tender Offer") for any and all of the outstanding U.S.$400,000,000 aggregate principal amount of its 5.750% Senior Notes due 2024 (the "Notes").  The Issuer also announced receipt of the requisite consents in connection with its previously announced consent solicitation (the "Consent Solicitation") from the holders of the Notes (the "Holders") to the adoption of the Proposed Amendments (as defined below).

The terms and conditions of the Tender Offer and the Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, dated April 21, 2022 (the "Offer to Purchase"), previously distributed to Holders.

The Issuer has been advised that as of 5:00 p.m. (New York City time) on May 4, 2022 (such date and time, the "Early Tender Payment Deadline"), U.S.$340,986,000 in aggregate principal amount of the Notes, representing 85.25% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer and consents delivered pursuant to the Consent Solicitation.  The Issuer intends to purchase all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Payment Deadline on May 20, 2022 (the "Settlement Date").

The total consideration payable to Holders for each U.S.$1,000 principal amount of Notes validly tendered at or prior to the Early Tender Payment Deadline and purchased pursuant to the Tender Offer will be U.S.$1,028.75 (the "Total Consideration"), plus accrued and unpaid interest up to, but not including the Settlement Date.  The Total Consideration includes an early tender payment of U.S.$30.00 per $1,000 principal amount of Notes (the "Early Tender Payment"), payable only to Holders who validly tendered (and do not withdraw) their Notes and validly deliver (and do not revoke) the related consents to the Proposed Amendments at or prior to the Early Tender Payment Deadline.

Pursuant to the Consent Solicitation, the Issuer solicited consents (the "Consents") from Holders to the proposed amendments (the "Proposed Amendments") to the indenture pursuant to which the Notes were issued (the "Indenture"), which would (i) eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in the Indenture and (ii) reduce the minimum required notice period for the redemption of Notes from 30 days to three business days prior to the date fixed for redemption (maintaining the maximum notice period of 60 days).  In order for the Proposed Amendments to be adopted, Consents must be received in respect of at least a majority of the aggregate outstanding principal amount of the Notes (not including any Notes which are owned by Aegea or any of its affiliates) (the "Requisite Consent").  The Issuer has obtained the Requisite Consent and intends to execute a supplemental indenture (the "Supplemental Indenture") to the Indenture which will effectuate the Proposed Amendments.  Any Notes not tendered and purchased pursuant to the Tender Offer will remain outstanding and will be subject to the terms of the Indenture as amended by the Supplemental Indenture.

Holders who have not yet tendered their Notes have until 11:59 p.m. (New York City time), on May 18, 2022, unless extended by the Issuer (such time and date, as it may be extended, the "Expiration Time") to tender their Notes pursuant to the Tender Offer.  Holders of Notes who validly tender their Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time will not be entitled to receive the Early Tender Payment and will be entitled to receive only the Tender Offer Consideration, as described in the Offer to Purchase, plus accrued and unpaid interest up to, but not including, the Settlement Date.

The Issuer's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, a financing condition as described in the Offer to Purchase. In addition, subject to applicable law, the Issuer reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offer and the Consent Solicitation at any time or (ii) otherwise amend the Tender Offer and/or the Consent Solicitation in any respect at any time and from time to time. The Issuer further reserves the right, in its sole discretion, not to accept any tenders of Notes with respect to the Notes. The Issuer is making the Tender Offer and the Consent Solicitation only in those jurisdictions where it is legal to do so.

Banco BTG Pactual S.A. – Cayman Branch, Itau BBA USA Securities, Inc., Morgan Stanley & Co. LLC, Banco Bradesco BBI S.A. and J.P. Morgan Securities LLC are acting as dealer managers for the Tender Offer and as solicitation agents for the Consent Solicitation and can be contacted at their respective telephone numbers set forth on the back cover page of Offer to Purchase with questions regarding the Tender Offer and the Consent Solicitation.

Copies of the Offer to Purchase are available to holders of Notes from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer and the Consent Solicitation. Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (800)-249-7148 (toll free), +1 (212) 269-5550 (collect) or [email protected].

Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents 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 Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

Any new notes will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and will be offered only in transactions exempt from or not subject to the registration requirements of the Securities Act.

The Tender Offer and the Consent Solicitation are being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of Aegea or any of its subsidiaries, including the Issuer. The Tender Offer and the Consent Solicitation are not being made to, nor will the Issuer accept tenders of Notes or deliveries of consents from, holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the Proposed Amendments to the Indenture. No recommendation is made as to whether holders should tender their Notes or deliver their consents with respect to the Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the terms and conditions of the Tender Offer and the Consent Solicitation.

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.

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 Tender Offer and the Consent Solicitation. 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 Tender Offer. None of Aegea, the Issuer, the dealer managers and solicitation agents, 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 Tender Offer.

SOURCE AEGEA Finance S.à r.l.