LIGHT ENERGIA S.A. ANNOUNCES FINAL RESULTS AND EXPIRATION OF CASH TENDER OFFER
PR Newswire
5 min read
RIO DE JANEIRO, May 16, 2025 /PRNewswire/ -- Light Energia S.A. (the "Company") announced the tender results of the previously announced offer to purchase for cash (the "Tender Offer") its outstanding 4.375% Notes due 2026 (the "Notes").
The Tender Offer expired at 5:00 p.m., New York time, on May 14, 2025 (the "Expiration Date"). The Tender Offer was made upon the terms and subject to the conditions set forth in the offer to purchase dated April 7, 2025 (the "Offer to Purchase").
As of the Expiration Date, U.S.$50,980,622 in aggregate principal amount of the Notes, representing 24.19% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer. Since the aggregate principal amount of the Notes validly tendered and not validly withdrawn will not result in an aggregate purchase price that exceeds the previously announced maximum tender amount, the Company will accept for purchase U.S.$50,980,622 aggregate principal amount of the Notes, with no proration.
The consideration for the Notes validly tendered and accepted pursuant to the Tender Offer is U.S.$950.00 per U.S.$1,000 principal amount of Notes. The Company intends to purchase all Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Date on May 23, 2025 (the "Settlement Date"). Holders will not receive the accrued and unpaid interest on the principal amount of all Notes that we purchase for the Tender Offer.
The Tender Offer were conducted as part of the Company's judicial reorganization, which commenced on May 12, 2023. On such date, the Company's parent company Light S.A. – em Recuperação Judicial ("Light") filed for judicial reorganization (recuperação judicial) with the 3rd Business Court of Judicial District of the Capital of the State of Rio de Janeiro, based on Brazilian Bankruptcy Law No. 11,101/2005, which filing had been approved by Light's board of directors on May 18, 2024. On May 29, 2024, creditors of Light approved Light's judicial reorganization plan (the "Restructuring Plan") at the general creditors' meeting. The Restructuring Plan was confirmed by the RJ Court on June 18, 2024. In addition, Light commenced a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 in the Chancery Division (Companies List) of the High Court of Justice of England and Wales to facilitate and implement the global restructuring of its debts. The scheme of arrangement was sanctioned by the High Court of Justice of England and Wales on October 28, 2024.
The Company made the Tender Offer in compliance with Section 1125 of the indenture, dated as of December 19, 2024, by and among the Company and The Bank of New York Mellon, and pursuant to the Restructuring Plan. Therefore, holders who elected to participate in the Tender Offer were deemed to have agreed with, and be subject to terms and conditions of Restructuring Plan.
Copies of the Offer to Purchase are available to holders of the Notes from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer. Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (212) 269-5550 or light@dfking.com.
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.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or sale would be unlawful. The Tender Offer were made solely pursuant to the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law.
About Light Energia S.A.
The Company is a wholly-owned subsidiaries of Light, a publicly held corporation headquartered in the city of Rio de Janeiro, in the State of Rio de Janeiro, Brazil. Light operates through its wholly-owned subsidiaries, including us, to provide essential energy distribution, generation, and commercialization services across thirty-one municipalities in the State of Rio de Janeiro and five municipalities in the State of Minas Gerais.
The Company's group's principal business activities are divided among two segments: (i) distribution, consisting of the transportation of energy from the border of the basic grid to the point of delivery to end-customer, and (ii) generation, whereby our group operates and commercializes clean energy generated from renewable sources through hydroelectric power plants housed in generation complexes in Rio de Janeiro. The Company's group's integrated operations serve more than 11 million residents and 4.5 million consumer units, facilitating the provision of approximately 64% of Rio de Janeiro's energy supply.
Forward-Looking Statements
This press release may contain forward-looking statements about the future performance of the Company, which may generally be identified by the use of the words "anticipates," "hopes," "expects," "intends," "plans," "should," "could," "would," "may," "believes," "subject to" and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Actual results are subject to other risks and uncertainties that relate more broadly to the Company's overall business, including those more fully described in the Offer to Purchase.
Rio de Janeiro, May 16, 2025 Rodrigo Tostes Solon de Pontes Diretor Financeiro e de Relações com Investidores
