LUXEMBOURG, Oct. 9, 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“), announced the final settlement date of October 11, 2023 (the “Final Settlement Date“) for its previously expired 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.
Holders who validly delivered (and did not revoke) their Consents at or prior to the Expiration Time will receive the Additional Consent Consideration of R$25.00 per R$1,000 Original Principal Amount of the Notes, multiplied by the Scaling Factor of 83.3925%, on the Final Settlement Date. The Additional 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, which is equal to US$1.00 = R$4.9229. 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 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 Additional Consent Consideration. 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. 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.
