Swiss Insured further extends consent solicitation to Aug. 4

By Mary-Katherine Stinson

Lexington, Ky., Aug. 4 – Swiss Insured Brazil Power Finance Sarl extended the scheduled expiration time for its consent solicitation to amend its 9.85% senior secured notes due 2032 (Cusip: L8915MAA3, USL8915MAA38) to 5 p.m. ET on Aug. 4 and adjusted the minimum denominations to be accepted, according to a notice Thursday.

Consent instructions will now be accepted in minimum denominations of R$300,000 (formerly R$500,000) and integral multiples in excess of R$1,000.

As previously reported, the expiration time has been extended several times, with the last extension being set at 5 p.m. ET on Aug. 3. The original deadline was 5 p.m. ET on July 26.

The company stated the latest extension was necessitated by certain administrative issues that prohibited certain holders from validly delivering their consents.

As previously reported, Swiss Insured announced on Aug. 3 that it had already received the necessary consents to amend the 2032 notes.

The consent effective time occurred prior to the expiration of the consent solicitation and because the consent effective time has occurred, consents may no longer be revoked.

As previously announced, the required consent 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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