Swiss Insured Brazil Power seeks consents to amend 9.85% notes

By Marisa Wong

Los Angeles, July 20 – Swiss Insured Brazil Power Finance Sarl announced it has begun a solicitation of consents from holders of its outstanding 9.85% senior secured notes due 2032 (Cusip: L8915MAA3, USL8915MAA38) guaranteed by Celse – Centrais Eletricas de Sergipe SA as guarantor and Citibank, NA as trustee.

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 described below.

The consent solicitation will expire at 5 p.m. ET on July 26.

The company is offering a consent payment of R$5.00 per R$1,000 principal amount of notes.

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

Eneva sale

On May 31, some indirect shareholders of Celse, including LNG Power Ltd., Ebrasil Energia Ltda., DC Energia e Participacoes SA and some other direct and indirect shareholders of Ebrasil Energia (“DC Energia sellers”) agreed to sell 100% of their respective direct or indirect interests in Celsepar – Centrais Eletricas de Sergipe Participacoes SA, Celse’s direct 100% shareholder to Eneva SA.

In connection with the Eneva sale, a change of control under the common terms agreement and debenture indenture will occur because, among other reasons, Hygo Energy Transition Ltd. and Eletricidade do Brasil SA – Ebrasil will cease to collectively control Celse.

Ebrasil reorganization

In connection with and to facilitate its portion of the Eneva sale, Ebrasil intends to effect an internal reorganization prior to the Eneva sale. The internal reorganization would ultimately result in DC Energia, which currently owns 100% of Ebrasil, to merge with Ebrasil Energia, which currently owns 50% of the equity of Celsepar, such that DC Energia would directly own 50% of the equity in Celsepar and the DC Energia sellers would directly own 100% of the DC Energia shares. Following the reorganization, Ebrasil would no longer own any direct or indirect interest of the Celsepar but would remain as a sponsor.

In connection with the reorganization, a change of control under the under the common terms agreement and debenture indenture will occur, because Ebrasil will cease to own and maintain, directly or indirectly, at least 44.75% of the equity of Celse.

FSRU transfer

On July 5, New Fortress Energy Inc., which is the parent company and 100% indirect owner of Hygo, and Apollo Global Management, Inc. announced that NFE and some funds managed by affiliates of Apollo have entered into a definitive agreement with respect to a newly created joint venture (“Apollo/NFE JV”) to create an innovative LNG carrier and FSRU owning/operating platform. The Apollo/NFE JV will be owned about 80% by the Apollo funds and 20% by NFE. In connection with the formation of the joint venture, some affiliates of NFE and the Apollo funds have entered into a definitive equity purchase and contribution agreement under which the NFE sellers agreed to contribute three of its vessels to the joint venture and to sell to the Apollo funds eight vessels, including the Golar Nanook FSRU (which is the floating storage and regasification unit currently sub-chartered to Celse), following which the Apollo funds will contribute such eight vessels to the Apollo/NFE JV.

In connection with the FSRU transfer, a change of control under the common terms agreement and debenture indenture will occur because Hygo will cease to own and maintain, directly or indirectly, 100% of the Golar Nanook FSRU.

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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