#Rio de Janeiro #Brazil #Tender Offer #Cash Offer #Light Energia

Light Energia S.A. Initiates Cash Tender Offer

On April 7, 2025, Light Energia S.A. announced the initiation of a cash tender offer for its outstanding 4.375% Notes due in 2026. This strategic move aims to purchase up to an aggregate principal amount of these notes that will not exceed $89,855,523, referred to as the Maximum Tender Amount.

Details of the Tender Offer

The company is offering a purchase price of $10.00 to $950.00 per $1,000 principal amount of the notes. The tender offer is scheduled to close at 5:00 PM New York time on May 14, 2025, unless extended by Light Energia. Participants must validly tender their notes by this expiration date to be eligible for cash consideration.

The total outstanding principal amount of the 4.375% Notes is $210,751,878 and the offer is being conducted as part of Light's judicial reorganization, which began on May 12, 2023, under Brazilian Bankruptcy Law. This restructuring was approved by the company's creditors and confirmed by the relevant court.

Conditions of the Tender Offer

The cash consideration will be defined through a Modified Dutch Auction process, meaning that holders must specify their minimum acceptable purchase price, which must be at least $10.00 and no more than $950.00. Notes tendered at prices falling within this acceptable price range will be accepted in the order of the lowest bid price until the Maximum Tender Amount is reached.

Holders are required to submit their bids in increments of $0.01. If the total amount of accepted tenders exceeds the Maximum Tender Amount, a proration will occur, ensuring that all participating tenderers receive an equal proportionate share.

Judicial Reorganization Plan

The tender offer is part of the restructuring plan that also involves a scheme of arrangement initiated in the UK under the Companies Act. This plan has been overwhelmingly supported by creditors and sanctioned by the High Court of Justice of England and Wales last year. This restructuring aims to optimize Light's financial health and operational efficiency, supporting its mission to provide energy distribution and generation services efficiently.

Background on Light Energia S.A.

Light Energia S.A. is a subsidiary of Light S.A., a leading company in energy services, headquartered in Rio de Janeiro, Brazil. It operates vital electric energy distribution across 31 municipalities in Rio de Janeiro and 5 municipalities in Minas Gerais, supplying nearly 64% of Rio de Janeiro's energy needs. The company's focus on renewable energy, and its commitment to sustainable practices are essential aspects of its operations, which cater to over 11 million residents.

The recent move to organize a tender offer is just one part of a broader strategy to ensure financial stability and operational robustness within a changing energy market. The management's confidence in this cash tender offer reflects its commitment to managing liabilities and enhancing the overall capital structure.

Conclusion

The cash tender offer represents a pivotal moment for Light Energia S.A., providing an opportunity for note holders to liquidate their investments under favorable conditions amidst the company's ongoing restructuring. As the company continues to navigate its financial challenges, this tender offer aims to optimize its debt obligations and re-establish a strong foothold in the Brazilian energy market.

For more details, copies of the Offer to Purchase can be requested from D.F. King Co., Inc., the tender and information agent managing this offer.

Disclaimer: This article contains forward-looking statements regarding Light Energia's future plans. Actual outcomes may differ due to various risks and uncertainties.