Suzlon Energy to exchange $94.00 million convertibles, buy $73.30 million in tender

New York, May 11 - Suzlon Enegy Ltd. said it will exchange a total of $94.00 million of its existing convertibles and purchase $73.30 million in its exchange offer.

Specifically, Suzlon will:

• Issue $35.592 million of new June 2012 bonds in exchange for $59.332 million of its existing $300 million zero-coupon convertible bonds due June 2012, known as the June 2007 bonds;

• Pay $16,019,702 in cash to repurchase $29.366 million of the June 2007 bonds;

• Pay an incentive fee of $11,846,947 to holders of the June 2007 bonds;

• Issue $20.796 million new October 2012 bonds in exchange for $34.672 million of its $200 million zero-coupon convertible bonds due October 2012, known as the October 2007 bonds;

• Pay $23,980,180 in cash to repurchase $43.96 million of its October 2007 bonds.

Suzlon also announced that it has waiver the minimum consent conditions for both series of bonds.

The October 2007 bondholders did not approve the amendments to their securities and as a result the company is not paying the incentive fee to holders of those bonds who consented.

As announced on May 4, the bondholders voted at separate meetings on April 29.

As previously reported, the company began a consent solicitation for the convertibles on April 21. Holders who did not vote in person had to submit their voting instructions by April 27, the consent deadline.

The company is seeking to amend the financial covenants in the convertibles' trust deeds and to waive any event of default that may have occurred.

In exchange for consents, holders were offered a fee of up to 10% of par. Holders who consented could also choose to tender their notes, in which case they will receive cash or the company's new 7.5% convertible bonds due June 2012 or 7.5% convertible bonds due October 2012.

The company will issue $600 principal amount of new convertibles for each $1,000 principal amount of the old convertibles.

Holders who wish to receive new convertibles had to tender at least $200,000 of old convertibles.

The principal amount of new bonds cannot exceed $147 million. There is a cash consideration limit of at least $40 million, which is the minimum amount of cash available for payment to bondholders, and the total consent fee cannot exceed $15 million.

The conversion price for the new convertibles is Rs. 76.6755 per share, which is 125% of the volume-weighted average price of the company's shares for the 10 trading days that ended on April 24.

In addition, the fixed exchange rate for the new convertibles is 49.8112 rupees per dollar.

Ahmedabad, India-based Suzlon Energy is a wind power company that manufactures, designs, develops and sells wind turbine generators.

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