Cielo S.A. Announces the Commencement of the Solicitation of Consents for Certain Amendments to the Indenture and related Offer to Purchase for its 3.750% Senior Notes due to 2022

SÃO PAULO, May 23, 2019 /PRNewswire/ -- Cielo S.A. (the "Company") (B3: CIEL3 / OTC Nasdaq International: CIOXY), today announced the commencement, on the date hereof, of a solicitation of consents (the "Consents" and the "Consent Solicitation") to the proposed amendments (the "Proposed Amendments") to be made to certain provisions of (a) the indenture, dated as of November 16, 2012, among the Company and Cielo USA Inc., a Delaware corporation controlled by the Company, ("Cielo USA" and together with the Company, the "Issuers"), as issuers, the Company as guarantor of the Cielo USA Notes (as defined below), and The Bank of New York Mellon, as trustee, registrar, transfer agent and paying agent (the "Trustee" and the "Indenture"), including amendments to permit the cancellation of the Notes Units (as defined below) resulting in the separate trading of the 3.750% senior notes due 2022 issued by the Company ("Cielo Notes") and 3.750% senior notes due 2022 issued by Cielo USA ("Cielo USA Notes"), that are traded as part of notes units (the "Notes Units"), each $1,000 in aggregate principal amount of Notes Units consisting of $537.14 in aggregate principal amount of Cielo Notes and $462.86 in aggregate principal amount of Cielo USA Notes, and (b) the existing global notes units and the existing global notes issued by the Company and Cielo USA, as applicable (the "Global Notes").

In conjunction with and dependent on the success of the Consent Solicitation, and subject to the satisfaction or waiver of certain conditions, the Company is also offering, on the date hereof, to purchase for cash any and all of the Cielo Notes (the "Offer"). The Cielo Notes can currently only be tendered as part of the Notes Units and cannot be traded separately.

The Consent Solicitation and the Offer are being made by the Company upon the terms and subject to the conditons established in the Consent Solicitation Statement and Offer to Purchase, dated as of May 23, 2019 ("Offer to Purchase"). There is no letter of transmittal for the Consent Solicitation and the Offer.

The Consent Solicitation and the Offer will expire at 11:59 p.m., New York City time, on June 20, 2019, unless the Consent Solicitation and the Offer are extended or earlier terminated by the Issuers, with respect to the Consent Solicitation, or the Company, with respect to the Offer ("Consent and Offer Expiration Time").

The early tender deadline for the Offer will expire at 5:00 p.m., New York City time, on June 6, 2019, unless it is extended or earlier terminated by the Company ("Early Tender Expiration Time").

To tender Notes Units in the Offer (and thereby deliver the related Consents pursuant to the Consent Solicitation), holders of the Notes Units may:

• tender their Notes Units pursuant to the Offer (to allow Cielo to purchase the underlying Cielo Notes), and thereby deliver the related Consents pursuant to the Consent Solicitation, at or before the Early Tender Expiration Time in order to receive, subject to the conditions described in the Offer to Purchase, the Total Consideration (as defined below); or
• tender their Notes Units pursuant to the Offer (to allow Cielo to purchase the underlying Cielo Notes), and thereby deliver the related Consents pursuant to the Consent Solicitation, after the Early Tender Expiration Time but at or before the Consent and Offer Expiration Time, and receive, subject to the conditions described in the Offer to Purchase, the Consent Payment and Tender Offer Consideration (as defined below);

Holders may not deliver Consents without tendering the related Notes Units.

If the Issuers receive the required consents necessary to implement the Proposed Amendments, corresponding to a majority in aggregate principal amount of the Notes Units at the time outstanding ("Required Consents"), at or before the Consent and Offer Expiration Time, the Proposed Amendments will be implemented on the Payment Date (as defined below) and all of the then outstanding Notes Units (including Notes Units held by holders who did not participate in the Consent Solicitation or the Offer) will be mandatorily separated into Cielo Notes and Cielo USA Notes (the "Separation"), and thereafter the Cielo Notes and the Cielo USA Notes will trade separately.

Following the Separation, any remaining Cielo Notes not purchased by the Company pursuant to the Offer, and all Cielo USA Notes, will be delivered to holders as a consequence of such holders' existing interest in the Cielo Notes and/or the Cielo USA Notes through their respective holding of Notes Units. As such, the delivery of any such Cielo Notes and/or Cielo USA Notes upon the Separation does not constitute the sale of a new security for the purposes of applicable securities laws, rules and regulations.

Holders who validly deliver Consents will be eligible to receive a consent payment of $5.00 per $1,000 in aggregate principal amount of Cielo Notes underlying related Notes Units on the payment date, which shall occur promptly following the Consent and Offer Expiration Time (the "Consent Payment" and "Payment Date").

Holders validly tendering their Notes Units after the Early Tender Expiration Time but at or before the Consent and Offer Expiration Time, will be eligible to receive on the Payment Date $980.00 per $1,000 in aggregate principal amount of Cielo Notes underlying related Notes Units ("Consent Payment and Tender Offer Consideration"), consisting of the Consent Payment plus an amount equal to $975.00 per $1,000 in aggregate principal amount of Cielo Notes underlying related Notes Units (the "Tender Offer Consideration"). Holders validly tendering their Notes Units at or before the Early Tender Expiration Time will also be eligible to receive an early tender premium of $30.00 per $1,000 in aggregate principal amount of Cielo Notes underlying related Notes Units (the "Early Tender Premium"), and therefore such Holders will be eligible to receive the applicable "Total Consideration" of $1,010.00 per $1,000 in aggregate principal amount of Cielo Notes underlying related Notes Units, which will be payable on the Payment Date.

The Consent Solicitation and the Offer described in the Offer to Purchase are being made in connection with a concurrent funding by the Company, expected to close promptly after the Consent and Offer Expiration Time (the "Funding"). The Company intends to use the net proceeds from the Funding to pay for Consents, purchase any and all of the Cielo Notes underlying the Notes Units tendered pursuant to the Offer and pay related expenses.

The Company's obligation to make Consent Payments and to purchase Cielo Notes are conditioned upon the satisfaction or waiver (provided that the condition set forth in item (ii) may not be waived) of: (i) the completion of the Funding on terms satisfactory to the Company, with gross proceeds to the Company in an amount sufficient to pay the Total Consideration for all Cielo Notes underlying tendered Notes Units and delivered Consents plus all related fees and expenses, (ii) the receipt by the Issuers of the Required Consents and the amendment and restatement of the Indenture and the Global Notes in order to implement the Proposed Amendments, which shall be effective on the Payment Date, and (iii) the fullfillment of the "General Conditions" established in the Offer to Purchase.

The table below summarizes the main terms of the Consents Solicitaion and the Offer:

All terms and conditions of the Consent Solicitation and the Offer are described in the Offer to Purchase. Any questions regarding the Consent Solicitation and/or the Offer may be directed to the Information Agent and Tender Agent and to the Dealer Managers, which contacts are indicated below:

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THE OFFER TO PURCHASE CONTAINS CERTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE CONSENT SOLICITATION AND THE OFFER, IN PARTICULAR, SEE "CERTAIN SIGNIFICANT CONSIDERATIONS" IN THE OFFER TO PURCHASE FOR A DISCUSSION OF CERTAIN FACTORS HOLDERS SHOULD CONSIDER IN CONNECTION WITH THE CONSENT SOLICITATION AND THE OFFER.

Neither this notice nor the Offer to Purchase has not been filed with or reviewed by the U.S. Securities and Exchange Commission ("SEC") or any other federal or state securities commission or regulatory authority of any jurisdiction, nor has the SEC or any such commission or authority passed upon the accuracy or adequacy of this notice or the Offer to Purchase or any of the other documents delivered therwith.  Any representation to the contrary is unlawful and may be a criminal offense.

This notice does not constitute or form any part of an offer to purchase, or a solicitation of an offer to sell, the Notes Units, Cielo Notes, Cielo USA Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. This notice is also not a solicitation of Consents to the Proposed Amendments. The Consent Solicitation and the Offer are made only by and pursuant to the terms of the Offer to Purchase and the information in this notice is qualified by reference to the Offer to Purchase. None of the Issuers, the Dealer Managers and the Information Agent and Tender Agent makes any recommendations as to whether the holders of the Notes Units should tender all or any portion of their Notes Units pursuant to the Offer or deliver their Consents pursuant to the Consent Solicitation.

None of the Issuers, the Dealer Managers, the Information Agent, the Tender Agent or any of their respective affiliates makes any recommendation as to whether or not Holders should tender all or any portion of their Notes Units pursuant to the Offer (and thereby deliver Consents pursuant to the Consent Solicitation).  Holders must make their own decisions as to whether to tender their Notes Units pursuant to the Offer and deliver related Consents.

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Forward-Looking Statements

This notice includes and references "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may relate to, among other things, the Issuers' business strategy, goals and expectations concerning its market position, future operations, margins and profitability.

Although the Issuers believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.

The Issuers undertake no obligation to update any of their forward-looking statements.

SOURCE Cielo S.A.