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Published on 8/18/2021 in the Prospect News Emerging Markets Daily and Prospect News Liability Management Daily.

Brazil’s Aegea Saneamento seeks to amend 5¾% notes due 2024

By Rebecca Melvin

Concord, N.H., Aug. 18 – Aegea Saneamento e Participacoes SA wholly owned subsidiary Aegea Finance Sarl is seeking consents from holders of its 5¾% notes due 2024 to amend the notes’ debt and payment limitation covenants, according to a consent solicitation statement on Wednesday.

The $400 million of seven-year notes were issued in October 2017.

The proposed amendments seek to enable Aegea, if no event of default has occurred or would occur after giving pro forma effect thereto and Aegea is able to incur at least $1 of additional debt under the consolidated net debt to EBITDA incurrence ratio covenant in the indenture, to make restricted payments in an aggregate amount not to exceed R$2.5 billion during the next three years remaining on the notes’ term.

The payments are to be made to special purpose entities SPE Saneamento Rio 1 SA and SPE Saneamento Rio 4 SA.

The solicitation will expire at 5 p.m. ET on Sept. 1.

Only holders of the notes as of 5 p.m. ET on Aug. 17 may consent to the proposed amendments. If the majority of holders agree, a supplemental indenture will be effective immediately.

There is a $6 million cash consent fee that will be delivered to holders that consent upon settlement of the new indenture.

Itau BBA USA Securities, Inc. (888 770-4828, 212 710-6749) and Morgan Stanley & Co. LLC (800 624 1808, 212 761-1057) are the solicitation agents in the consent solicitation, and D.F. King & Co., Inc. (866 796-7182, 212 269-5550, or aegea@dfking.com) is the information, tabulation and paying agent.

Sao Paulo-based Aegea Saneamento is an operator of public sanitation concessions in Brazil.


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