LIGHT ENERGIA S.A. ANNOUNCES LAUNCH OF CASH TENDER OFFER

SÃO PAULO, April 7, 2025 /PRNewswire/ -- Light Energia S.A. (the "Company") announced today that it has commenced an offer to purchase (the "Tender Offer") its outstanding 4.375% Notes due 2026 (the "Notes"), for cash, up to an aggregate principal amount of Notes that will not result in the aggregate purchase price validly tendered (and not validly withdrawn) and accepted for purchase in the Tender Offer exceeding U.S.$89,855,523 (the "Maximum Tender Amount"), at a purchase price per U.S.$1,000 principal amount of Notes as determined in accordance with the procedures set forth below.

The Tender Offer expires at 5:00 p.m., New York time, on May 14, 2025, unless extended or earlier terminated by us (such time and date, as the same may be extended for the Tender Offer, the "Expiration Time").  In order for a holder to be eligible to receive the applicable Consideration (as defined below) for their Notes, such holder must validly tender and not validly withdraw such Notes on or prior to the Expiration Date. The Notes may be withdrawn in accordance with the terms of the Tender Offer prior to 5:00 p.m., New York City time, on May 14, 2025, unless extended by us in our sole discretion, but not thereafter. The Tender Offer is being made subject to, and is conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase.

The Tender Offer is being conducted as part of the Company's judicial reorganization (the "Restructuring"), 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 3^rd 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 is making 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 elect to participate in the Tender Offer will be deemed to have agreed with, and be subject to terms and conditions of Restructuring Plan.

Consideration. The "Consideration" payable to each holder who validly tender (and not validly withdraw) its Notes on or prior to the Expiration Date will be equal to a "Clearing Price" to be determined on or promptly after the Expiration Date pursuant to a "Modified Dutch Auction" procedure described below.

Bid Price, Minimum Price/Maximum Price and Acceptable Bid Price Range. The Tender Offer is being conducted as a "Modified Dutch Auction." This means that if you elect to participate, you must specify the minimum purchase price (your "Bid Price") you would be willing to receive as the Consideration for each U.S.$1,000 principal amount of Notes you choose to tender in the Tender Offer. The Bid Price that you specify for each U.S.$1,000 principal amount of Notes must be at least U.S.$10.00 (the "Minimum Price") but not greater than U.S.$950.00 (the "Maximum Price") (such range, the "Acceptable Bid Price Range"). All Bid Prices must be submitted in increments of U.S.$0.01. Tenders of Notes outside of this Acceptable Bid Price Range will not be accepted and will not be used for purposes of determining the Clearing Price (as described below). As a result, the Bid Price you specify must be within the Acceptable Bid Price Range.

Each holder tendering Notes in the Tender Offer is to submit a Bid Price; however, holders who tender Notes without specifying a Bid Price will be deemed to have specified U.S.$100.00 per U.S.$1,000 principal amount of Notes.

Modified Dutch Auction Procedure. Under the "Modified Dutch Auction" procedure, we will accept Notes validly tendered in the Tender Offer (and not validly withdrawn) at or prior to the Expiration Date in the order of the lowest to the highest Bid Prices specified or deemed to have been specified by tendering holders. We will select the single lowest Bid Price that results in an aggregate purchase price equal or as close as possible to the Maximum Tender Amount (or, if the total amount of Notes validly tendered in the Tender Offer is less than the Maximum Tender Amount, then we will select the highest Bid Price. This selected Bid Price will be the "Clearing Price." Notes tendered at or prior to the Expiration Date with Bid Prices at or below the Clearing Price will receive the same Consideration. Accordingly, any holder whose Notes are accepted in the Tender Offer will receive no less than the Bid Price specified by such holder (or deemed to be specified), to the extent such Bid Price is at or below the Clearing Price.

Proration for Notes. In the event that the amount of Notes validly tendered (and not validly withdrawn) on or prior to the Expiration Date with a Bid Price equal to or below the Clearing Price would result in an aggregate purchase price that exceeds the Maximum Tender Amount, then, subject to the terms and conditions of the Tender Offer, we will accept for purchase Notes validly tendered (and not validly withdrawn) with a Bid Price below and equal to the Clearing Price on a prorated basis from among such tendered Notes, such that we purchase the amount of Notes that results in the payment of an aggregate purchase price equal to the Maximum Tender Amount.

In the event of any such proration, we will only accept tenders of Notes subject to proration to the extent such proration will not result in (i) us accepting Notes from any holder in an aggregate principal amount of less than U.S.$1.00 (one dollar) or (ii) the aggregate principal amount of Notes not purchased nor held by any holder equaling less than U.S.$1.00 (one dollar). In the event proration is required with respect to the Notes, we will round downward, if necessary, to ensure all purchases of Notes will be in a principal amount of U.S.$1.00 (one dollar) and integral multiples of U.S.$1.00 (one dollar) in excess thereof. Depending on the aggregate principal amount of Notes tendered and the proration factor applied, if the principal amount of the Notes to be returned to a holder as a result of proration would result in a principal amount that is less than the applicable minimum authorized denomination specified above being returned to such holder, we, in our sole discretion, will either accept or reject all of such holder's validly tendered Notes.

All Notes not accepted as a result of proration and all tenders of Notes with a Bid Price in excess of the Clearing Price will be rejected from the Tender Offer and such Notes will be returned to their holders.

Accrued Interest. Holders whose Notes are validly tendered (and not validly withdrawn) will not receive the accrued and unpaid interest on the principal amount of all Notes that we purchase for the Tender Offer.

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.

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 is being 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, April 7, 2025
Rodrigo Tostes Solon de Pontes
Diretor Financeiro e de Relações com Investidores

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SOURCE Light Energia S.A.