LUXEMBOURG, Aug. 1, 2022 /PRNewswire/ — Swiss Insured Brazil Power Finance S.à rla 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 Luxembourgregistered 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 9.850% Senior Secured Notes due 2032 with ISIN USL8915MAA38/US870880AA90 (the “Notes“) pursuant to the consent solicitation statement, dated July 20, 2022 (as supplemented and amended prior to the date hereof, the “Statement“). Capitalized terms used, but not defined, in this announcement (the “Announcement“) have the meanings assigned to them in the Statement.
The Company announces today that it has extended the scheduled expiration time for the Consent Solicitation from 5:00 p.m (New York City time) is July 29, 2022 (the “Existing Expiration Time“) to 5:00 p.m (New York City time) is August 1, 2022 (as extended, the “Expiration Time“). DF King & Co., Inc., as Information and Tabulation Agent, informed the Company that, as of the Existing Expiration Time, Holders of R$1.44 billion aggregate principal amount of Notes, or 45.10% of the Original Face Value (as defined below), have provided their Consent in the Consent Solicitation. Furthermore, as of the date hereof, the holder of 100% of the loans under the Uninsured Loan Agreement has consented to the CELSE Consent and Amendment Authorization; therefore, the Requisite Consents threshold will be met if Holders representing at least 51.25% in aggregate outstanding principal amount of the Notes validly deliver (and do not revoke) Consents in the Consent Solicitation. Accordingly, Holders of an additional R$196.9 millionor 6.15% of the R$3,201,500,000 initial aggregate principal amount of Notes (the “Original Face Value“), would be required to Consent (and not revoke) in the Consent Solicitation in order for the Company to obtain the Requisite Consent. As of the date hereof, the Company is in dialogue with certain Holders that have not yet consented but who have provided non-binding indications of intent to Consent. By adding such non-binding indications of intent to Consent together with the consents received as of the Existing Expiration Time, the Company expects that the Requisite Consents will be obtained.
As previously announced, the aggregate Consent Payment payable to Holders who validly deliver (and do not revoke) their Consent at or prior to the Expiration Time, will be 1.00% of the Original Face Value, or R$32,015,000, to be shared by all such consenting Holders. Specifically, the Consent Payment will be an amount, per R$1,000 of Original Face Value of Notes for which Holders have validly delivered (and not revoked) Consents prior to the Expiration Time, equal to the product of R$10.00 multiplied by a fraction, the numerator of which is the Original Face Value of the Notes outstanding as of the Expiration Time and the denominator of which is the Original Face Value of Notes for which Holders have validly delivered (and not revoked) Consents prior to the Expiration Time. As a result, the Consent Payment for the Notes will range from R$10.00 per R$1,000 (if all Holders consent) to approximately R$19.51 per R$1,000 (if Holders of 51.25% of the Original Face Value of Notes consent). 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.
Upon receipt of the Requisite Consents in the Consent Solicitation (such time, the “Consent Effective Time“), the Company will instruct the Fiduciary Agent to consent to effectuate and/or enter into the Proposed Consent and Amendments and to consent to and do any other acts necessary to give effect to the CELSE Consent and Amendment Authorization, and upon receipt of all other consents required under the Intercreditor Agreement, the Debenture Indenture and the Project Intercreditor Agreement, the CELSE Consent and Amendment Authorization will become effective once the other conditions thereto have been satisfied. At the Consent Effective Time, the consent to the Proposed Consent and Amendments and the CELSE Consent and Amendment Authorization will be effective and operative as to all Holders, whether or not such Holders delivered a Consent or otherwise affirmatively objected to the consent to the Proposed Consent and Amendments; 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 and the Proposed Consent and Amendments and the CELSE Consent and Amendment Authorization and any amendments or consents resulting therefrom shall be void ab initio. The Company will give written or oral notice to DTC and make a public announcement of the occurrence of the Consent Effective Time by press release by 9:00 a.m, New York City time, on the next business day following the Consent Effective Time. Previously delivered valid Consents will not be automatically revoked by this Announcement, and may not be validly revoked after the earlier of (i) the Consent Effective Time and (ii) the Expiration Time.
Except as set forth in this Announcement, all aspects of the Statement remain unchanged. The Company expressly reserves the right to amend, extend or terminate the Consent Solicitation or waive any unsatisfied conditions to the Consent Solicitation, in each case, in accordance with the terms set forth in the Statement. Holders are urged to review the Statement for the detailed terms of the Consent Solicitation and the procedures for providing their Consent. 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. No recommendation is being made as to whether Holders should Consent pursuant to the Consent Solicitation. The Consent Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws. 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 SOLICITATION AGENT
Questions or requests for assistance concerning the terms of the Consent Solicitation should be directed to:
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Attention: Liability Management Group
US Toll Free: +1 (800) 828-3182
Collect: (212) 357-1452
Email: [email protected]
THE INFORMATION AND TABULATION AGENT
Requests for additional copies of the Statement and assistance relating to the procedures for delivering Consents should be directed to:
DF King & Co., Inc.
48 Wall Street, 22n.d Floor
New York, New York 10005
Email: [email protected]
Toll-Free: +1 (866) 745-0267
Collect: +1 (212) 269-5550
Attn: Michael Horthman
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SOURCE Swiss Insured Brazil Power Finance S.à rl