Swiss Insured Brazil Power solicitation expires, details consent fee

By Mary-Katherine Stinson

Lexington, Ky., Aug. 5 – Swiss Insured Brazil Power Finance Sarl announced the expiration of its extended consent solicitation to amend its 9.85% senior secured notes due 2032 (Cusips: L8915MAA3, USL8915MAA38), according to a notice Friday.

The solicitation, which had been extended several times, expired at 5 p.m. ET on Aug. 4. The original deadline was 5 p.m. ET on July 26.

As previously reported, Swiss Insured announced on Aug. 3 that it had already received the necessary consents to amend the 2032 notes. The required consent threshold was met if holders representing at least 51.25% of the outstanding principal amount of the notes delivered consents.

The total consent payment for holders who validly delivered their consent by the expiration time is 1% of the original face value, or R$32,015,000, to be shared by all consenting holders.

Specifically, the consent payment will be approximately R$10.63 per R$1,000 of notes. 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.

Originally, the company had offered a consent payment of R$5.00 per R$1,000 of notes, calculated using the original face value.

Payment is subject to the satisfaction or waiver of the other conditions.

Subject to the consummation of any one of the proposed transactions and the other conditions described in the statement, the company expects to pay the consent payment on the earlier of the third business day following the consummation or termination of the proposed transactions and Oct. 17.

As announced at the start of the consent solicitation on July 20, the company was 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 (800 828-3182 or 212 357-1452, GS-LM-NYC@gs.com) is the solicitation agent.

D.F. King & Co., Inc. (866 745-0267 or 212 269-5550, celse@dfking.com) 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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