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

SÃO PAULO and BARUERI, Brazil, June 26, 2019 /PRNewswire/ -- Cielo S.A. (the "Company") (B3: CIEL3 / OTC Nasdaq International: CIOXY), today announced the settlement of the Company's previously announced 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 were 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 also offered to purchase for cash any and all of the Cielo Notes (the "Offer"). The Cielo Notes could only be tendered in the Offer as part of the Notes Units and, prior to the implementation of the Proposed Amendments, the Cielo Notes could not be traded separately. The terms and conditions of the Offer are described in the consent solicitation statement and offer to purchase dated May 23, 2019 (the "Offer to Purchase").

As previously announced, the early tender deadline for the Offer was 5:00 p.m., New York City time, on June 6, 2019 (the "Early Tender Expiration Time") and the expiration time for the Consent Solicitation and the Offer was 11:59 p.m., New York City time, on June 20, 2019 (the "Consent and Offer Expiration Time").

As of the Consent and Offer Expiration Time, US$694.01 million in aggregate principal amount of the Notes Units, or 79.32% of the Notes Units outstanding, were validly tendered and not withdrawn pursuant to the Offer (and thereby 79.32% of the Consents related to such Notes Units were delivered pursuant to the Consent Solicitation). The Company has accepted for purchase, and has paid for, all of the US$372,782,509.33 in aggregate principal amount of Cielo Notes underlying the Notes Units validly tendered and not validly withdrawn at or prior to the Consent and Offer Expiration Time.

Following the Separation (as defined below), and reflecting rounding adjustments and redemption of postions below the applicable minimum denomination that were held by DTC direct participants who did not tender such positions in the Offer, the outstanding aggregate principal amount of Cielo Notes is US$97,150,869 and the outstanding aggregate principal amount of Cielo USA Notes is US$404,942,196, which are currently allocated as follows:

All of the Notes Units (CUSIP: 17178FAA4 and P28610AA4, and ISIN: US17178FAA49 and USP28610AA46) have been cancelled and have ceased to be outstanding. As of today, the Notes Units have been delisted from, and the Cielo Notes and the Cielo USA Notes have been separately listed on, the Official List of the Irish Stock Exchange.

In accordance with the Offer to Purchase, Holders who validly delivered Consents have been paid a consent payment of $5.00 per $1,000 in aggregate principal amount of Cielo Notes underlying related Notes Units (the "Consent Payment") today.

Holders who validly tendered and did not validly withdraw their Notes Units at or before the Early Tender Expiration Time have been paid the 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 have been paid the applicable "Total Consideration" of $1,010.00 per $1,000 in aggregate principal amount of Cielo Notes underlying related Notes Units, which was paid today.

Holders who validly tendered their Notes Units after the Early Tender Expiration Time but at or before the Consent and Offer Expiration Time have been paid $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").

The Issuers received 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"), and all of the other conditions described in the Offer to Purchase were satisfied. Therefore, the Proposed Amendments were implemented today 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) have been mandatorily separated into Cielo Notes and Cielo USA Notes (the "Separation"), and the Cielo Notes and the Cielo USA Notes now trade separately.

Any remaining Cielo Notes not purchased by the Company pursuant to the Offer, and all Cielo USA Notes, were 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 did not constitute the sale of a new security for the purposes of applicable securities laws, rules and regulations. Cielo Notes and/or Cielo USA Notes were credited to the respective holder's applicable account at The Depository Trust Company today, with the principal amount thereof rounded down to the nearest US$1.00.

The Consent Solicitation and the Offer described in the Offer to Purchase were made in connection with a concurrent funding by the Company, which closed promptly after the Consent and Offer Expiration Time (the "Funding"). The Company used part of the net proceeds from the Funding to pay for Consents, purchase the Cielo Notes underlying the Notes Units tendered pursuant to the Offer and pay related expenses.

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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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 were 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.

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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.

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SOURCE Cielo S.A.