Swiss Insured Brazil Power extends consent bid two more days, ups fee

By Marisa Wong

Los Angeles, July 28 – Swiss Insured Brazil Power Finance Sarl announced a further 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 will now expire at 5 p.m. ET on July 29, extended from 5 p.m. ET on July 27 and, before that, from 5 p.m. ET on July 26, according to a Thursday press release.

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.

The company also announced it increased the consent payment offered so that the aggregate consent payment will be 1% of the R$3,201,500,000 initial aggregate principal amount, or R$32,015,000 to be shared by all consenting holders. The consent payment will range from R$10.00 per R$1,000 of notes (if all holders consent) to R$19.51 per R$1,000 of notes (if holders of 51.25% of the original face value consent).

Previously, the company offered a consent payment of R$5.00 per R$1,000 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.

As announced on July 20, 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 prior July 27 deadline, holders of R$1.44 billion of the notes, or 45.1% of the original face value, had delivered their consents.

As of July 28, 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$196.9 million, or 6.15% of the R$3,201,500,000 original face value, 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.

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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