Swiss Insured Brazil Power extends consent solicitation by one day

By Marisa Wong

Los Angeles, July 27 – Swiss Insured Brazil Power Finance Sarl announced an extension to its consent solicitation relating to its 9.85% senior secured notes due 2032 (Cusip: L8915MAA3, USL8915MAA38) with Celse – Centrais Eletricas de Sergipe SA as guarantor and Citibank, NA as trustee.

The offer began on July 20 and will now expire at 5 p.m. ET on July 27, extended from 5 p.m. ET on July 26, according to a Wednesday press release.

The company is seeking approval of some amendments and waivers, including some related to change-of-control definitions, under the indenture governing the notes and related documents so that Celse can carry out its Eneva sale, Ebrasil reorganization and FSRU transfer.

As of the original expiration time, holders of R$1.44 billion of the notes, or 44.93% of the original face value, had delivered their consents.

As of Wednesday, the holder of 100% of the loans under the company’s uninsured loan agreement has consented to the Celse consent and amendment authorization; therefore, the required consents threshold will be met if holders representing at least 51.25% of the outstanding principal amount of the notes deliver consents. In other words, holders of an additional R$200.4 million, or 6.32% of the R$3,201,500,000 initial aggregate principal amount, would be required to consent in order for the company to meet the threshold.

The company noted that the outstanding principal amount of the notes as of July 26 is R$2,841,891,512.50, or 88.77% of the original face value, following principal paydowns.

The company is offering a consent payment of R$5.00 per R$1,000 principal amount of notes, calculated using the original face value. The consent payment is denominated in Brazilian reais but will settle in U.S. dollars based on the reais/dollar spot rate on the close of business on the expiration date of the consent solicitation.

Consents may be revoked at any time prior to the earlier of the time at which the required consents are received and the updated expiration time.

Goldman Sachs & Co. LLC (GS-LM-NYC@gs.com, 800 828-3182 or 212 357-1452) is the solicitation agent.

D.F. King & Co., Inc. (celse@dfking.com, 866 745-0267 or 212 269-5550) is the information and tabulation agent.

Swiss Insured Brazil Power is a Luxemburg special purpose vehicle issuing debt for Celse, a Brazilian company engaging in power generation from natural gas thermal plants.

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