Subject: OFR
SWISS INSURED BRAZIL POWER FINANCE S.À R.L. 9.850% SENIOR SECURED NOTES DUE 2032 SUCCESSFUL CONSENT SOLICITATION AND OCCURRENCE OF EXPIRATION TIME
LUXEMBOURG, Aug. 5, 2022 /PRNewswire/ -- 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 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 today announces that the Expiration Time occurred as scheduled at 5:00 p.m. (New York City time) on August 4, 2022. As previously announced, the Company received the Requisite Consents under the Indenture and the Uninsured Loan Agreement.
The aggregate Consent Payment payable to Holders who validly deliver their Consent at or prior to the Expiration Time, is 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 Consents prior to the Expiration Time, equal to approximately R$10.63. The Consent Payment shall be payable in U.S. Dollars as converted based on the prevailing Reais / U.S. Dollar spot rate as of the Expiration Time of 0.1917 as shown on the Bloomberg "BRLUSD Curncy" screen. The Consent Payment is calculated using the Original Face Value of the Notes.
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. Subject to the consummation of any one of the Proposed Transactions and the other conditions described in the Statement, the Company expects to pay the previously announced Consent Payment upon the earlier of (i) the third business day following the consummation or termination, as applicable, of the Proposed Transactions and (ii) October 17, 2022 (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 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.
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 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
U.S. 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:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Email: [email protected]
Toll-Free: +1 (866) 745-0267
Collect: +1 (212) 269-5550
Attn: Michael Horthman
SOURCE Swiss Insured Brazil Power Finance S.à r.l.
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