SÃO PAULO, April 7, 2025/ PRNewswire/– Light Energia S.A. ( the “ Business“) revealed today that it has actually started a deal to purchase (the “ Tender Deal“) its impressive 4.375% Notes due 2026 (the “ Notes“), for money, as much as an aggregate principal quantity of Notes that will not lead to the aggregate purchase cost validly tendered (and not validly withdrawn) and accepted for purchase in the Tender Deal surpassing U.S.$ 89,855,523 (the “ Optimum Tender Quantity“), at a purchase cost per U.S.$ 1,000 primary quantity of Notes as identified in accordance with the treatments stated listed below.
Notes |
CUSIP No. |
ISIN No. |
Exceptional Principal |
Factor To Consider |
4.375% Notes due 2026 |
531959 AA2 |
US531959AA29 |
U.S.$ 210,751,878 |
U.S$ 10.00 to U.S.$ 950.00 |
_________________ |
|
( 1 ) |
Factor to consider in the type of money per U.S.$ 1,000 principal quantity of Notes that are validly tendered (and not validly withdrawn) at or prior to the Expiration Date. |
( 2 ) |
Excludes accumulated interest. Holders who tender Notes that are accepted for payment pursuant to the Tender Deal will not get the accumulated and unsettled interest on the primary quantity of all Notes that we acquire for the Tender Deal. |
The Tender Deal ends at 5:00 p.m., New York City time, on May 14, 2025, unless extended or earlier ended by us (such time and date, as the exact same might be extended for the Tender Deal, the “ Expiration Time“). In order for a holder to be qualified to get the suitable Factor to consider (as specified listed below) for their Notes, such holder needs to validly tender and not validly withdraw such Notes on or prior to the Expiration Date. The Notes might be withdrawn in accordance with the regards to the Tender Deal prior to 5:00 p.m., New York City City time, on Might 14, 2025, unless extended by us in our sole discretion, however not afterwards. The Tender Deal is being made based on, and is conditioned upon, the fulfillment or waiver of particular conditions explained in the Deal to Purchase.
The Tender Deal is being performed as part of the Business’s judicial reorganization (the “ Restructuring“), which started on Might 12, 2023 On such date, the Business’s moms and dad business Light S.A.– em Recuperação Judicial (“ Light“) applied for judicial reorganization ( recuperação judicial) with the 3 rd Service Court of Judicial District of the Capital of the State of Rio de Janeiro, based upon Brazilian Insolvency Law No. 11,101/ 2005, which filing had actually been authorized by Light’s board of directors on Might 18, 2024 On Might 29, 2024, financial institutions of Light authorized Light’s judicial reorganization strategy (the “ Reorganizing Strategy“) at the basic financial institutions’ conference. The Restructuring Strategy was validated by the RJ Court on June 18, 2024. In addition, Light started a plan of plan under Part 26 of the UK Companies Act 2006 in the Chancery Department (Companies List) of the High Court of Justice of England and Wales to help with and carry out the international restructuring of its financial obligations. The plan of plan was approved by the High Court of Justice of England and Wales on October 28, 2024
The Business is making the Tender Deal in compliance with Area 1125 of the indenture, dated since December 19, 2024, by and amongst the Business and The Bank of New York City Mellon, and pursuant to the Restructuring Strategy. For that reason, holders who choose to take part in the Tender Deal will be considered to have actually concurred with, and undergo terms of Restructuring Strategy.
Factor To Consider The “ Factor To Consider” payable to each holder who validly tender (and not validly withdraw) its Notes on or prior to the Expiration Date will amount to a “ Cleaning Rate” to be identified on or without delay after the Expiration Date pursuant to a “ Customized Dutch Auction” treatment explained listed below.
Quote Rate, Minimum Price/Maximum Rate and Acceptable Quote Rate Variety. The Tender Deal is being performed as a “ Customized Dutch Auction” This implies that if you choose to get involved, you should define the minimum purchase cost (your “ Quote Rate“) you would want to get as the Factor to consider for each U.S.$ 1,000 primary quantity of Notes you pick to tender in the Tender Deal. The Quote Rate that you define for each U.S.$ 1,000 primary quantity of Notes should be at least U.S.$ 10.00 (the “ Minimum Rate“) however not higher than U.S.$ 950.00 (the “ Optimum Rate“) (such variety, the “ Appropriate Quote Rate Variety“). All Quote Rates should be sent in increments of U.S.$ 0.01 Tenders of Notes beyond this Appropriate Quote Rate Variety will not be accepted and will not be utilized for functions of identifying the Cleaning Rate (as explained listed below). As an outcome, the Quote Rate you define should be within the Appropriate Quote Rate Variety.
Each holder tendering Notes in the Tender Deal is to send a Quote Rate; nevertheless, holders who tender Notes without defining a Quote Rate will be considered to have actually defined U.S.$ 100.00 per U.S.$ 1,000 primary quantity of Notes.
Customized Dutch Auction Treatment Under the “Modified Dutch Auction” treatment, we will accept Notes validly tendered in the Tender Deal (and not validly withdrawn) at or prior to the Expiration Date in the order of the most affordable to the greatest Quote Rates defined or considered to have actually been defined by tendering holders. We will pick the single most affordable Quote Rate that leads to an aggregate purchase cost equivalent or as close as possible to the Optimum Tender Quantity (or, if the overall quantity of Notes validly tendered in the Tender Deal is less than the Optimum Tender Quantity, then we will pick the greatest Quote Rate. This picked Quote Rate will be the “ Cleaning Rate” Notes tendered at or prior to the Expiration Date with Quote Rates at or listed below the Cleaning Rate will get the exact same Factor to consider. Appropriately, any holder whose Notes are accepted in the Tender Deal will get no less than the Quote Rate defined by such holder (or considered to be defined), to the degree such Quote Rate is at or listed below the Cleaning Rate.
Proration for Notes In case the quantity of Notes validly tendered (and not validly withdrawn) on or prior to the Expiration Date with a Quote Rate equivalent to or listed below the Cleaning Rate would lead to an aggregate purchase cost that goes beyond the Optimum Tender Quantity, then, based on the terms of the Tender Deal, we will accept for purchase Notes validly tendered (and not validly withdrawn) with a Quote Rate listed below and equivalent to the Cleaning Rate on a prorated basis from amongst such tendered Notes, such that we acquire the quantity of Notes that leads to the payment of an aggregate purchase cost equivalent to the Optimum Tender Quantity.
In case of any such proration, we will just accept tenders of Notes based on proration to the degree such proration will not lead to (i) us accepting Notes from any holder in an aggregate principal quantity of less than U.S.$ 1.00 ( one dollar) or (ii) the aggregate principal quantity of Notes not bought nor held by any holder equating to less than U.S.$ 1.00 ( one dollar). In case proration is needed with regard to the Notes, we will round downward, if needed, to guarantee all purchases of Notes will remain in a primary quantity of U.S.$ 1.00 ( one dollar) and important multiples of U.S.$ 1.00 ( one dollar) in excess thereof. Depending upon the aggregate principal quantity of Notes tendered and the proration element used, if the primary quantity of the Notes to be gone back to a holder as an outcome of proration would lead to a primary quantity that is less than the suitable minimum authorized denomination defined above being gone back to such holder, we, in our sole discretion, will either accept or turn down all of such holder’s validly tendered Notes.
All Notes declined as an outcome of proration and all tenders of Notes with a Quote Rate in excess of the Cleaning Rate will be declined from the Tender Deal and such Notes will be gone back to their holders.
Accumulated Interest Holders whose Notes are validly tendered (and not validly withdrawn) will not get the accumulated and unsettled interest on the primary quantity of all Notes that we acquire for the Tender Deal.
Copies of the Deal to Purchase are readily available to holders of the Notes from D.F. King & & Co., Inc., the details representative and the tender representative for the Tender Deal. Ask for copies of the Deal to Purchase must be directed to D.F. King at +1 (212) 269-5550 or light@dfking.
Neither the Deal to Purchase nor any associated files have actually been submitted with the U.S. Securities and Exchange Commission, nor have any such files been submitted with or evaluated by any federal or state securities commission or regulative authority of any nation. No authority has actually passed upon the precision or adequacy of the Deal to Purchase or any associated files, and it is illegal and might be a crime to make any representation to the contrary.
This news release does not make up a deal to offer or acquire, or a solicitation of a deal to offer or acquire, or the solicitation of tenders or approvals with regard to, any security. No deal, solicitation, purchase or sale will be made in any jurisdiction in which such a deal, solicitation, purchase or sale would be illegal. The Tender Deal is being made entirely pursuant to the Deal to Purchase and just to such individuals and in such jurisdictions as is allowed under suitable law.
About Light Energia S.A.
The Business is a wholly-owned subsidiaries of Light, an openly held corporation headquartered in the city of Rio de Janeiro, in the State of Rio de Janeiro, Brazil Light runs through its wholly-owned subsidiaries, including us, to offer necessary energy circulation, generation, and commercialization services throughout thirty-one towns in the State of Rio de Janeiro and 5 towns in the State of Minas Gerais.
The Business’s group’s primary organization activities are divided amongst 2 sectors: (i) circulation, including the transport of energy from the border of the standard grid to the point of shipment to end-customer, and (ii) generation, where our group runs and advertises tidy energy produced from sustainable sources through hydroelectric power plants housed in generation complexes in Rio de Janeiro The Business’s group’s incorporated operations serve more than 11 million locals and 4.5 million customer systems, helping with the arrangement of roughly 64% of Rio de Janeiro’s energy supply.
Positive Declarations
This news release might include positive declarations about the future efficiency of the Business, which might normally be recognized by the usage of the words “prepares for,” “hopes,” “anticipates,” “means,” “strategies,” “should,” “could,” “would,” “might,” “thinks,” “based on” and variations or comparable expressions. These declarations are based upon the present expectations and beliefs of management and go through particular threats and unpredictabilities that might trigger real outcomes to vary materially from those explained in the positive declarations. Real outcomes go through other threats and unpredictabilities that relate more broadly to the Business’s total organization, consisting of those more completely explained in the Deal to Purchase.
Rio de Janeiro, April 7, 2025
Rodrigo Tostes Solon de Pontes
Diretor Financeiro e de Relações com Investidores
View initial material: https://www.prnewswire.com/news-releases/light-energia-sa-announces-launch-of-cash-tender-offer-302422499.html
SOURCE Light Energia S.A.
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