Swiss Insured Brazil Power begins consent solicitation for 9.85% senior secured notes due 2032

Chicago, March 20 – Swiss Insured Brazil Power Finance Sarl started a new consent solicitation for its 9.85% senior secured notes due 2032 (ISINs: L8915MAA3, 870880AA9) guaranteed by Celse – Centrais Eletricas de Sergipe SA, according to a notice.

There are R$2,815,479,137.50 of the notes outstanding.

Purposes

The ultimate purpose of the consent solicitation is to authorize Celse to enter into agreements which will amend the benchmark on the interest rate under the common terms agreement, the IFC loan agreement and the IDB loan agreement to a SOFR basis from a Libor basis and make related conforming amendments.

Concurrently with the consent solicitation, Celse and the company, as applicable, are separately seeking consents to (i) the Celse consent and amendment authorization from SERV Swiss Export Risk Insurance and the lenders party to the uninsured loan credit agreement from April 12, 2018, among the company, the lenders named therein, and Citibank, NA, as administrative agent, and (ii) the proposed amendments from the applicable senior creditors.

Pursuant to section 5.06 of the intercreditor agreement, dated April 12, 2018, among the company, the trustee and Citibank, NA, as intercreditor agent, the company must obtain the consent of both (i) holders owning at least 56.25% aggregate outstanding principal amount of notes and (i) uninsured lenders owning at least 56.25% aggregate outstanding principal amount of debt under the uninsured loan agreement in order to consent to the proposed amendments and the Celse consent and amendment authorization.

In addition, under the terms of the intercreditor agreement and the debenture indenture, holders delivering consents in the consent solicitation will agree to modify the end of the decision period and the date of the general meeting of debenture holders to be the date that is one business day following the expiration time.

Details

The solicitation will expire at 5 p.m. ET on March 24.

Holders who validly deliver consents by the expiration time will eligible to receive a consent payment of R$0.50 per R$1,000 note. Settlement will be in U.S. dollars, based on the spot rate at 4 p.m. ET on the expiration date.

Settlement of the consent payment is expected within three business days after all conditions of the consent solicitation have been satisfied.

The outside date is 5 p.m. ET on June 15.

The solicitation agent is Citigroup Global Markets Inc. (800 558-3745, 212 723-6106, ny.liabilitymanagement@citi.com).

D.F. King & Co., Inc. is the information and tabulation agent for the offer (877 783-5524, 212 269-5550, celse@dfking.com).

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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