UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2022
Commission File Number 1-15224
Energy Company of Minas Gerais
(Translation of registrant’s name into English)
Avenida Barbacena, 1200
30190-131 Belo Horizonte, Minas Gerais, Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [_]
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [_]
Indicate by check mark whether by furnishing the information contained
in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
If “Yes” is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b): N/A
Index
December 12, 2022
CEMIG Geração e Transmissão
S.A. Announces Early Tender Date Results of its Cash Tender Offer for its 9.250% Senior Notes due 2024
Belo Horizonte, Brazil – December 12, 2022 – CEMIG
Geração e Transmissão S.A. (“CEMIG GT”), a wholly-owned subsidiary of Companhia Energética
de Minas Gerais (“CEMIG Holding”), today announced the early tender date results of its previously announced
offer (the “Offer”) to purchase for cash up to the Maximum Amount (as defined below) of its outstanding 9.250%
Senior Notes due 2024 (the “Notes”). When used in this press release, the terms “we,” “us”
and “our” refer collectively to CEMIG GT and CEMIG Holding, in each case, unless the context otherwise requires.
The Offer is being made upon the terms and subject to the conditions
set forth in the Offer to Purchase dated November 28, 2022 (the “Offer to Purchase”), including, among other
things, the total or partial settlement of CEMIG GT’s ninth issuance of simple debentures, non-convertible into shares, with an
additional fiduciary guarantee from CEMIG Holding, in up to two series, for public distribution with restricted distribution efforts,
amounting up to
R$1,000,000,000.00 (one billion reais), which has an estimated
settlement on or about December 20, 2022 (the “Financing Condition”). CEMIG GT, in its sole discretion, may
waive the Financing Condition. This press release is qualified in its entirety by the Offer to Purchase.
As of 5:00 p.m. (New York City time) on December 9, 2022 (the “Early
Tender Date”), according to information received from D.F. King & Co., Inc., the information and tender agent for the
Offer, U.S.$240,702,000, or approximately 24.07% of the aggregate principal amount outstanding, of the Notes was validly tendered, and
not validly withdrawn.
The following table sets forth the principal amount of the Notes
validly tendered and not validly withdrawn, as well as the principal amount of Notes that CEMIG GT expects to accept after giving effect
to the Maximum Amount and proration (as described below).
| Title of Security |
CUSIPs |
ISINs |
Principal
Amount Outstanding |
Maximum
Amount
(1) |
Principal Amount Validly Tendered and Not Validly Withdrawn Prior to Early Tender Date (2) |
Principal Amount Expected To Be Accepted |
9.25%
Senior Notes due 2024 |
12517M AA0
/ P2205LAC9 |
US12517MAA09
/ USP2205LAC92 |
U.S.$1,000,000,000 |
U.S.$250,000,000 |
U.S.$240,702,000 |
U.S.$ 240,702,000 |
___________________
| (1) | The Maximum Amount equals an aggregate principal amount of Notes of U.S.$250 million (the “Maximum Amount”). |
| (2) | As reported by D.F. King & Co., Inc., the information and tender agent for the Offer, as of the Early Tender Date. |
Because the aggregate principal amount of the Notes validly
tendered, and not validly withdrawn, at or prior to the Early Tender Date did not exceed the Maximum Amount, CEMIG GT expects to purchase
all of the Notes validly tendered, and not validly withdrawn, at or prior to the Early Tender Date on the terms described below.
The Offer will expire at 11:59 p.m. (New York City time)
on December 23, 2022, unless earlier terminated or extended by CEMIG GT (such time and date, as the same may be extended, the “Expiration
Date”). Holders of Notes not validly tendered at or prior to the Early Tender Date may tender Notes on or prior to the Expiration
Date. CEMIG GT will only purchase Notes validly tendered, and not validly withdrawn, on or prior to the Expiration Date, up to the Maximum
Amount. If the purchase of all Notes validly tendered in the Offer after the Early Tender Date and on or prior to the Expiration Date
would cause CEMIG GT to purchase an aggregate principal amount of Notes that would exceed the Maximum Amount, then CEMIG GT will (assuming
satisfaction or, where applicable, the waiver of the conditions set forth in the Offer to Purchase) accept for purchase such tendered
Notes on a prorated basis such that CEMIG GT purchases an aggregate principal amount of Notes that would not exceed the Maximum Amount
in the Offer. All Notes not accepted as a result of proration will be rejected from the Offer and promptly returned to the tendering Holder.
Holders who validly tendered and did not validly withdraw
Notes in the Offer at or prior to the Early Tender Date will be eligible to receive the total consideration of U.S.$1,031.25 per U.S.$1,000
principal amount of Notes tendered and accepted (the “Total Consideration”), which includes an early tender
premium of U.S.$50.00 per U.S.$1,000 principal amount of Notes validly tendered and accepted.
Holders who validly tender and do not validly withdraw their
Notes after the Early Tender Date, but on or prior to the Expiration Date, will be eligible to receive the tender consideration of U.S.$981.25
per U.S.$1,000 principal amount of Notes tendered (the “Tender Consideration”). The Tender Consideration does
not include the Early Tender Premium.
In addition to the Total Consideration, holders whose Notes
are validly tendered and accepted for purchase in the Offer at or prior to the Early Tender Date will also receive accrued and unpaid
interest from, and including, the last interest payment date to, but not including, the Early Settlement Date (as defined below).
The settlement date for the Notes validly tendered and not
validly withdrawn on or before the Early Tender Date and accepted for purchase (the “Early Settlement Date”)
is expected to be December 21, 2022.
For any Notes that have been validly tendered and not previously
settled on the Early Settlement Date, if any, and any Notes that have been validly tendered after the Early Tender Date and on or prior
to the Expiration Date (exclusive of Notes purchased on the Early Settlement Date, if any) and that are accepted for purchase, settlement
will occur on the date that we settle all Notes not previously settled on the Early Settlement Date, if any (the “Final Settlement
Date”), subject to all conditions set forth in the Offer to Purchase having been satisfied or, where possible, waived by
CEMIG GT. The Final Settlement Date for the Offer is expected to be promptly following the Expiration Date. Assuming that the Offer is
not extended and all conditions set forth in the Offer to Purchase have been satisfied or, where applicable, waived by CEMIG GT, it expects
that the Final Settlement Date will occur on or about two Business Days following the Expiration Date.
Holders whose Notes are accepted for purchase in the Offer
after the Early Tender Date, but on or prior to the Expiration Date, shall receive accrued and unpaid interest from, and including, the
last interest payment date to, but not including, the Final Settlement Date, payable on the Final Settlement Date.
The deadline for holders of Notes to validly withdraw tenders
of Notes has passed. Accordingly, Notes tendered at or before the Early Tender Date may not be withdrawn or revoked, except as required
by applicable law.
CEMIG GT’s obligation to accept for purchase, and pay
for, Notes that are validly tendered and not validly withdrawn pursuant to the Offer, subject to proration, is conditioned upon the satisfaction
or waiver by CEMIG GT of a number of conditions described in the Offer to Purchase, including the Financing Condition.
CEMIG GT has the right, in its sole discretion, to amend
or terminate the Offer at any time, subject to applicable law.
We have retained Banco Bradesco BBI S.A., Goldman Sachs &
Co. LLC, Morgan Stanley & Co. LLC and Santander Investment Securities Inc. to serve as dealer managers and D.F. King & Co., Inc.
to serve as information and tender agent for the Offer. The full details of the Offer, including complete instructions on how to tender
Notes, are included in the Offer to Purchase. Holders of Notes are strongly encouraged to carefully read the Offer to Purchase, including
materials incorporated by reference therein, because they contain important information. Requests for the Offer to Purchase and any related
supplements may also be directed to D.F. King & Co., Inc. by telephone at +1 (212) 269-5550 or +1 (800) 578-5378 (US toll free) or
in writing at cemig@dfking.com. Questions about the Offer may be directed to Banco Bradesco BBI S.A. by telephone at +1 (646) 432-6642,
Goldman Sachs & Co. LLC by telephone at +1 (212) 357-1452 (collect) or +1 (800) 828-3182 (toll free), Morgan Stanley & Co. LLC
by telephone at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect) and Santander Investment Securities Inc. by telephone at
+1 (855) 404-3636 (toll free) or +1 (212) 940-1442 (collect).
This press release shall not constitute an offer to purchase
or a solicitation of acceptance of the offer to purchase, which are being made only pursuant to the terms and conditions contained in
the Offer to Purchase. The Offer is not being made to, nor will CEMIG GT accept tenders of Notes from, holders in any jurisdiction in
which the Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. In any
jurisdiction where the laws require the Offer to be made by a licensed broker or dealer, the Offer will be made by the dealer managers
on behalf of CEMIG GT.
None of CEMIG GT, CEMIG Holding, the information and tender
agent, the dealer managers or the trustee with respect to the Notes, nor any of their respective affiliates, makes any recommendation
as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the Offer. None of CEMIG
GT, CEMIG Holding, the information and tender agent, the dealer managers or the trustee with respect to the Notes, nor any of their respective
affiliates, has authorized any person to give any information or to make any representation in connection with the Offer other than the
information and representations contained in the Offer to Purchase.
Neither the U.S. Securities and Exchange Commission, any
U.S. state securities commission nor any regulatory authority of any other country has approved or disapproved of the Offer, passed upon
the merits or fairness of the Offer or passed upon the adequacy or accuracy of the disclosure in the Offer to Purchase.
About CEMIG GT and CEMIG Holding
CEMIG GT is a wholly-owned subsidiary of CEMIG Holding, a
state-controlled mixed capital company domiciled in and controlled by the State of Minas Gerais, Brazil. CEMIG Holding is domiciled in
Brazil, whose objects include, but are not limited to: construction, operation and commercialization of systems for generation, transmission,
distribution and sale of energy, and also activities in the various fields of energy sector and gas distribution, for the purpose of commercial
operation, either directly by CEMIG Holding or by subsidiaries or other companies in which CEMIG Holding is a shareholder.
Forward-Looking Statements
Statements in this press release may be “forward-looking
statements,” which are subject to risks and uncertainties. Other than statements of historical fact, information regarding activities,
events and developments that we expect or anticipate will or may occur in the future are forward-looking statements based on management’s
estimates, assumptions and projections. Many forward-looking statements may be identified by the use of words such as “expect,”
“anticipate,” “intend,” “plan,” “believe, “estimate” and similar expressions. Forward-looking
statements contained in this press release are predictions only and actual results could differ materially from management’s expectations
due to a variety of factors, including those described in the section titled “Risk Factors” in CEMIG Holding’s Annual
Report for fiscal year 2021 on Form 20-F. All forward-looking statements attributable to CEMIG GT or CEMIG Holding are expressly qualified
in their entirety by such risk factors, in each case as applicable. The forward-looking statements that we make in this press release
are based on management’s current views and assumptions regarding future events and speak only as of their dates. We assume no obligation
to update developments of these risk factors or to announce publicly any revisions to any of the forward-looking statements that we make,
or to make corrections to reflect future events or developments, except as required by U.S. federal securities laws.
DISCLAIMER
This press release must be read in conjunction with the Offer
to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision
is made with respect to the Offer. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek
its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager,
attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by
a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate
in the Offer. None of CEMIG GT, CEMIG Holding, the dealer managers, the information and tender agent and any person who controls, or
is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders
of Notes should participate in the Offer.
Forward-Looking Statements
This report contains statements about expected future events and financial
results that are forward-looking and subject to risks and uncertainties. Actual results could differ materially from those predicted in
such forward-looking statements. Factors which may cause actual results to differ materially from those discussed herein include those
risk factors set forth in our most recent Annual Report on Form 20-F filed with the Securities and Exchange Commission. CEMIG undertakes
no obligation to revise these forward-looking statements to reflect events or circumstances after the date hereof, and claims the protection
of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG
|
|
| By: /s/ Leonardo George de Magalhães |
|
| Name: Leonardo George de Magalhães |
|
| Title: Chief Finance and Investor Relations Officer |
|
Date: December 12, 2022
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