LUXEMBOURG, July 27, 2022 /PRNewswire/ — Insured Switzerland Brazil Power Finance S.à rla limited liability company (limited liability company), incorporated and existing under Luxemburg by right, having its registered office at 16, rue Eugène Ruppert, L – 2453 Luxembourg, Grand Duchy of Luxemburgregistered in the Trade and Companies Register of Luxembourg under number B 217648 (the “Company“), previously initiated a consent solicitation (the “Solicitation of consent“) with respect to its 9.850% Senior Secured Notes due 2032 with ISIN USL8915MAA38/US870880AA90 (the “Remarks“) pursuant to the Consent Solicitation Statement, dated July 20, 2022as supplemented by the Supplement to the Consent Solicitation Statement, dated July 21, 2022 and extended by the announcement made by the Company on July 27, 2022 (as completed and extended, the “Statement“). Capitalized terms used, but not defined, in this announcement (the “Announcement“) have the meaning given to them in the Declaration.
The Company further announces today that it has (a) extended the scheduled expiration time for the consent solicitation of 5:00 p.m. (New York City It’s time July 27, 2022 (there “Existing expiration time“) at 5:00 p.m. (New York City It’s time July 29, 2022 (thus extended, the “Expiration date“) and (b) increased the Consent Payment payable to Holders who validly issue (and do not revoke) their Consent on or before the Expiry Time, such that the total Consent Payment will be 1.00 % of R$3,201,500,000 initial total principal amount of the Notes (the “Original face value“), Where R$32,015,000, to be shared by all such consenting holders. Specifically, the Consent Payment will be an amount, for R$1,000 of the Initial Nominal Value of the Notes for which the Holders have validly delivered (and not revoked) Consents before the Expiry Time, equal to the product of R$10.00 multiplied by a fraction whose numerator is the Original Nominal Value of the Notes in circulation at the Expiry Time and whose denominator is the Original Nominal Value of the Notes for which the Holders have validly issued (and not revoked) Consents prior to the Expiry Time. Expiration date. Accordingly, the consent payment for the Notes will vary from R$10.00 by R$1,000 (if all Holders consent) to approximately R$19.51 by R$1,000 (if the holders of 51.25% of the initial par value of the Notes consent). Payment of Consent Payment to Consenting Holders is subject to satisfaction or waiver of the other conditions of the Consent Solicitation set forth in the Statement, including the receipt of Required Consents (as defined in the Statement).
DF King & Co., Inc., as Information and Tabulation Agent, has advised the Company that effective as of the Existing Expiry Time, holders of R$1.44 billion aggregate principal amount of the Notes, being 45.10% of the original face value, have provided their consent pursuant to the Consent Solicitation. Further, as of the date hereof, the holder of 100% of the loans under the Uninsured Loan Agreement has consented to CELSE’s consent and variation authorization; accordingly, the Required Consents Threshold will be satisfied if Holders representing at least 51.25% of the aggregate principal amount outstanding of the Notes validly deliver (and do not revoke) the Consents in the Consent Solicitation. Consequently, the Holders of a 196.9 million reaisor 6.15% of the original face value, would be required to consent to (and not revoke) the consent solicitation in order for the company to obtain the required consent.
Upon receipt of the Consents required in the Consent Solicitation (at which time the “Effective time of consent“), the Company will require the Escrow Agent to consent to perform and/or enter into the proposed Consent and Amendments and to consent to and perform any other acts necessary to give effect to the CELSE Consent and Amendment Authorization , and upon receipt of any other consents required under the Intercreditors’ Agreement, the Debenture Deed and the Project’s Intercreditors’ Agreement, CELSE’s Consent and Amendment Authorization shall become effective upon once the other conditions thereof have been met. CELSE’s Consent and Modification Authorization will be effective and operational for all Holders, whether or not such Holders have given Consent or otherwise affirmatively objected to the consent to the Consent and Proposed Amendments; provided that, pursuant to the terms of the Indenture, unless payment for the Consent has been made on or before the Deadline, each Consent provided pursuant to the Consent Solicitation shall be ineffective and deemed revoked and the Consent and proposed changes and CELSE Consent and Change Authorization and any resulting changes or consent will be void ab-initio. 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 09:00, New York City time, on the business day following the effective time of the consent. Valid consents previously issued will not be automatically revoked by this announcement and may not be validly revoked after the earliest of the following dates: (i) the effective time of the consent and (ii) the expiration time.
The original face value of the notes was R$3,201,500,000and the notes were subsequently subject to principal repayments R$2,841,891,512.50 as of July 26, 2022. As of July 26, 2022, the outstanding principal amount of the Notes is approximately 88.77% of the original face value. The Consent Payment is calculated using the original face value of the Notes. The consent payment is denominated in Brazilian reals, but will be settled in US dollars converted using the real/US dollar spot rate prevailing at the close of business on the expiry date of the consent solicitation, as indicated on the Bloomberg “BRLUSD Curncy” screen (provided that if this spot rate is not available on the Bloomberg “BRLUSD Curncy” screen, then the Bloomberg FXIP screen must be used or any other mutually agreed source agreement by the Company and the Solicitation Agent).
Unless otherwise stated in this announcement, all aspects of the statement remain unchanged. The Company expressly reserves the right to modify, extend or terminate the Consent Solicitation or waive any unsatisfied term of the Consent Solicitation, in each case, in accordance with the terms set forth in the Statement. Holders should review the Statement for the detailed terms of the Consent Solicitation and the procedures for providing their Consent. This announcement is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other security. No recommendation is 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 illegal to make such solicitation under applicable state securities laws or foreign or “blue sky”. The Notes are currently listed on the official listing of the Luxembourg Stock Exchange (the “LuxSE“) and admitted to trading on the Euro MTF market of LuxSE.
THE SOLICITATION AGENT
Questions or requests for assistance regarding the terms of the Consent Solicitation should be directed to:
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Attention: Accountability Management Group
US Toll Free: +1 (800) 828-3182
Collect: (212) 357-1452
E-mail: [email protected]
THE INFORMATION AND TABULATION AGENT
Requests for additional copies of the statement and for assistance with consent issuance procedures should be directed to:
DF King & Co., Inc.
48 Wall Street, 22n/a Floor
New York, New York 10005
E-mail: [email protected]
Toll Free: +1 (866) 745-0267
Collection: +1 (212) 269-5550
Attention: Michael Horthman
SOURCE Insured Switzerland Brazil Power Finance S.à rl