Brazil’s Aegea offers to buy, seeks to amend 5¾% notes due 2024

Chicago, April 21 – Aegea Saneamento e Participacoes SA wholly owned subsidiary Aegea Finance Sarl started a cash tender offer for any and all of its $400 million outstanding 5¾% senior notes due 2024 (Cusips: 00775CAA4, P01014AA0), according to a press release.

Aegea is offering to buy the notes for a total consideration of $1,028.75 per $1,000 note, inclusive of a $30 early tender payment for noteholders who tender by the early deadline.

The company is simultaneously soliciting consents from noteholders to eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the indenture and reduce the minimum required notice period for the redemption of notes to three business days from 30 days prior to the date fixed for redemption.

Noteholders may not tender their notes without delivering consents and may not deliver consents without tendering their notes.

The early tender deadline is 5 p.m. ET on May 4.

Tenders and consents may be withdrawn at any point before the execution of the supplemental indenture, but not thereafter.

The final deadline is 11:59 p.m. ET on May 18.

Aegea intends to redeem any notes that are outstanding after the early deadline at 102.875.

The tender offer is subject to the satisfaction of a financing condition.

Tendering noteholders may request an allocation code from the dealer managers for a new offering of notes.

Banco BTG Pactual SA – Cayman Branch (212 293-4600, OL-DCM@btgpactual.com), Itau BBA USA Securities, Inc. (888 770-4828, 212 710-6749), Morgan Stanley & Co. LLC (800 624-1808, 212 761-1057), Banco Bradesco BBI SA (646 432-6642) and J.P. Morgan Securities LLC (866 846-2874, 212 834-7279) are the dealer managers for the tender offer and the solicitation agents for the consent solicitation.

D.F. King & Co., Inc is the information and tender agent for the offer and solicitation (800 249-7148, 212 269-5550, aegea@dfking.com).

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

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