LUXEMBOURG, March 27, 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, registered with the Luxembourg Register of Commerce and Companies under number B 217648 (the “Company“), previously launched a consent solicitation (the “Consent Solicitation“) in relation to its outstanding 9.850% Senior Secured Notes due 2032 (the “Notes“), pursuant to the consent solicitation statement, dated March 20, 2023 (the “Statement“). Capitalized terms used, but not defined, in this announcement (the “Announcement“) have the meanings assigned to them in the Statement.
The Company today announces that the Expiration Time occurred as scheduled at 5:00 p.m. (New York City time) on March 24, 2023. In connection with the Consent Solicitation, the Company also announces that the Company received consents from Holders of the Notes exceeding the 56.25% threshold required under the Intercreditor Agreement with respect to the Notes. Since the Consent Solicitation has expired, consents thereunder may no longer be validly revoked.
As previously announced, the Consent Payment payable to Holders who validly delivered (and did not revoke) their Consent at or prior to the Expiration Time, is R$0.50 per R$1,000 Original Face Value of the Notes. The Consent Payment shall be calculated using the Original Face Value of the Notes. The Consent Payment is denominated in Brazilian Reais but will settle in U.S. Dollars as converted based on the prevailing Reais / U.S. Dollar spot rate as of the Expiration Time of 0.1905 as shown on the Bloomberg “BRLUSD Curncy” screen, as described in the Statement. Payment of the Consent Payment to consenting Holders is subject to the satisfaction or waiver of the other conditions to the Consent Solicitation set forth in the Statement, including the receipt of the Requisite Consents and the satisfaction of the conditions precedent agreed with the Senior Creditors (as defined in the Intercreditor Agreement) and/or SERV Swiss Export Risk Insurance in connection with the Proposed Amendments. The Company expects to pay the previously announced Consent Payment upon the earlier of (i) the third business day following the satisfaction or waiver of the outstanding conditions to the Consent Solicitation set forth in the Statement, and (ii) June 15, 2023 (the “Outside Date“); provided that, in accordance with the terms of the Indenture, unless the Consent Payment has been made on or prior to the Outside Date, each Consent provided pursuant to the Consent Solicitation shall be ineffective and deemed revoked.
This Announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities.
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. to act as solicitation agent (the “Solicitation Agent“) for the Consent Solicitation. D. F. King & Co., Inc. has been engaged to act as the information and tabulation agent (the “Information and Tabulation Agent“) for the Consent Solicitation. Any questions or requests for assistance concerning the terms of the Consent Solicitation may be made to Citigroup Global Markets Inc. at [email protected], +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 (collect). Questions or requests for assistance relating to the procedures for delivering Consents or additional copies of the Consent Solicitation Statement and any related documents may be directed to D.F. King & Co., Inc. at [email protected], +1 (877) 783-5524 (toll free) or +1 (212) 269-5550 (collect). The Consent Solicitation 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 completion of the Consent Solicitation, the receipt of the Requisite Consents, and the payment of the consent fee. 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.
The Solicitation Agent takes no responsibility for the contents of this announcement. This announcement must be read in conjunction with the Consent Solicitation Statement. This announcement and the Consent Solicitation Statement contain important information which should be read carefully and in its entirety before any decision is made in connection with the Consent 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.
None of the Company, CELSE, the Trustee, the Fiduciary Agent, the Policyholder Agent, the Solicitation Agent, the Information and Tabulation Agent or their respective affiliates, makes any recommendation as to whether or not Holders should deliver Consents. This announcement is for informational purposes only and is not a solicitation of Consents. The Consent Solicitation is only being made pursuant to the Consent Solicitation Statement. The Company reserves the right to waive or modify any term of, or to terminate, the Consent Solicitation, for any reason, prior to the Expiration Time.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any security. 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.
