Swiss Insured gets needed consents for 2032 notes before deadline

By Marisa Wong

Los Angeles, Aug. 3 – Swiss Insured Brazil Power Finance Sarl announced it received the necessary consents to amend 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 consent effective time occurred prior to the expiration of the consent solicitation, according to press release early Wednesday.

The expiration time had been extended several times, finally to 5 p.m. ET on Aug. 3. The original deadline was 5 p.m. ET on July 26.

Because the consent effective time has occurred, consents may no longer be revoked.

As previously announced, the required consents threshold is met if holders representing at least 51.25% of the outstanding principal amount of the notes deliver consents.

As reported, the company had 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).

Originally, the company had 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 at the start of the consent solicitation 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.

The company had noted that the outstanding principal amount of the notes as of July 26 was 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 Luxembourg special purpose vehicle issuing debt for Celse, a Brazilian company engaging in power generation from natural gas thermal plants.

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