LUXEMBOURG, Sept. 20, 2023 — Swiss Insured Brazil Power Finance S.à r.l., a private limited liability company (société à responsabilité limitée), incorporated and existing under Luxembourg law, having its registered office at 16, rue Eugène Ruppert, L – 2453 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B 217648 (the “Company“), previously launched a consent solicitation (the “Solicitation“) in relation to its outstanding 9.850% Senior Secured Notes due 2032 (the “Notes“), pursuant to the consent solicitation statement, dated September 13, 2023 (the “Statement“). Capitalized terms used but not defined in this announcement (the “Announcement“) have the meaning assigned to them in the Statement.
The Company today announces that the Solicitation expired as scheduled at 5:00 p.m. (New York City time) on September 20, 2023, and that the Company has received the Requisite Consents, including from Holders owning at least the 56.25% aggregate outstanding principal amount of Notes and from Uninsured Lenders owning at least 56.25% aggregate outstanding principal amount of debt under the Uninsured Loan Agreement as required under the Company Intercreditor Agreement. Since the Solicitation has expired, consents thereunder may no longer be validly revoked, unless required by applicable law. As of the Expiration Time, the scaling factor was 83.3925% (the “Scaling Factor“) and is no longer subject to change.
The Company expects to receive all consents required under the Debenture Indenture, the Company Intercreditor Agreement and the Project Intercreditor Agreement necessary to effectuate the CELSE Proposed Amendments and Agreements. The Company expects the Effective Time to occur on September 21, 2023, on which date the Company intends to enter into a supplemental indenture with respect to the Notes giving effect to the Indenture Amendments. The Indenture Amendments will become operative with respect to each series of Notes only upon payment of the applicable Consent Effectiveness Payment, as described below.
As previously announced, the Consent Consideration due to Holders who validly delivered (and did not revoke) their Consent at or prior to the Expiration Time is payable in two instalments: (a) the Consent Effectiveness Payment of R$5.00 per R$1,000 Original Principal Amount of the Notes, multiplied by the Scaling Factor, will be payable to such Holders on September 25, 2023 (the “Initial Settlement Date“); and (ii) the Additional Consent Consideration of R$25.00 per R$1,000 Original Principal Amount of the Notes, multiplied by the Scaling Factor will be payable to such Holders on the Final Settlement Date, which will be the date that is the earlier of (a) 20 business days following the Expiration Time; and (b) the business day immediately prior to any date that the Notes are scheduled to be redeemed pursuant to the terms of the Indenture. The Consent Consideration is denominated in Brazilian Reais but will be settled in U.S. dollars as converted based on the selling rate for Brazilian Reais into U.S. Dollars reported by the Brazilian Central Bank on the “PTAX VENDA800” screen at 5:00 p.m. (São Paulo time) on September 21, 2023.
Payment of the Consent Consideration to consenting Holders is subject to the satisfaction or waiver of the other conditions to the Solicitation set forth in the Statement. The Company expects that the conditions to the Solicitation will be satisfied on or before the Initial Settlement Date.
The Notes are currently listed on the Official List of the Luxembourg Stock Exchange (the “LuxSE“) and admitted to trading on the Euro MTF market of the LuxSE.
The Company has engaged Citigroup Global Markets Inc. as sole structuring and lead solicitation agent, and Banco Bradesco BBI S.A., Banco BTG Pactual S.A. – Cayman Branch, Itaú BBA USA Securities, Inc. and Santander US Capital Markets LLC, as co-solicitation agents for the Solicitation. D. F. King & Co., Inc. has been engaged to act as the information agent for the Solicitation. Any questions or requests for assistance concerning the terms of the Solicitation may be made to Citigroup Global Markets Inc. at [email protected], +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 (collect), Banco Bradesco BBI S.A. at +55 (11) 3847-5610 (collect), Banco BTG Pactual S.A. – Cayman Branch at [email protected], +1 (212) 293-4600 (collect), Itaú BBA USA Securities, Inc. at +1 (212) 824 5083 (collect), or Santander US Capital Markets LLC at +1 (855) 404-3636 (toll free) or +1 (212) 940-1442 (collect). Questions or requests for assistance relating to the procedures for delivering Consents or additional copies of the Statement and any related documents may be directed to D.F. King & Co., Inc. at [email protected], +1 (800) 290-6427 (toll free) or +1 (212) 269-5550 (collect). The Statement and other related documents are available electronically at www.dfking.com/celse.
Forward-Looking Statements
The Company cautions you that statements included in this Announcement that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which may not materialize or prove correct. These include, among others, statements with respect to the terms and timing for the payment of the Consent Consideration, the timing of the Effective Time and any expectations with respect to the satisfaction or waiver of the conditions precedent for the Solicitation and the other consents required to effectuate the Refinancing. There can be no assurance that the transactions contemplated in this Announcement will be consummated. The Company assumes no obligation to update any forward-looking statement included in this Announcement to reflect events or circumstances arising after the date on which it was made.
Other Important Information
The Solicitation Agents take no responsibility for the contents of this Announcement. This Announcement must be read in conjunction with the Statement. This Announcement and the Statement contain important information which should be read carefully and in its entirety before any decision is made in connection with the Solicitation. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser.
This Announcement is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities, nor a solicitation of consents.
The Notes described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“), or any state securities laws, and they may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements of the Securities Act.
SOURCE Swiss Insured Brazil Power Finance S.à r.l.
