MaruEnergy Caribbean gets no tenders from holders of MaruEnergy Trinidad's 7.017% notes

By Susanna Moon

Chicago, May 8 - MaruEnergy Caribbean, Ltd. said the change-of-control tender offer expired at 5 p.m. ET on Thursday for the 7.017% notes due 2016 issued by MaruEnergy Trinidad, LLC with no notes having been tendered or accepted.

The amount on offer was 101% of par plus accrued interest up to May 12.

In a separate tender offer and consent solicitation for the notes, Marubeni Power (Cayman Islands) Finance Ltd. obtained consents and tenders from holders of $38.99 million, or about 39%, of the $99.8 million of 7.017% notes issued by MaruEnergy Trinidad, formerly Mirant Trinidad Investments, LLC.

MaruEnergy JPS (Cayman Islands) Finance, Ltd. held a cash change-of-control offer for any and all of the about $180 million of 11% senior notes due 2016 issued by Jamaica PSC Ltd. and MaruEnergy JPSCO Finance Ltd. (formerly Mirant JPSCO Finance Ltd.).

The company previously waived the consent condition to the tender offer for the 7.017% notes and, following discussions with representatives of a significant principal amount of notes, decided not to effectuate the previously proposed amendments to the indenture.

In the solicitation for the 7.017% notes, the consents would have allowed proposed amendments to the indenture governing the notes to eliminate some restrictive covenants and events of default and modify the provisions of the indenture.

In addition, representatives of about $47 million of the 7.017% notes agreed not to tender any notes in the tender offer and consent solicitation.

On March 20, Abu Dhabi National Energy Co. PJSC acquired, directly and indirectly, 50% of MaruEnergy Caribbean, a parent of MaruEnergy Trinidad.

Marubeni Power is a limited-purpose entity and a subsidiary of MaruEnergy Caribbean.

The tender offers both expired at midnight ET on May 1 while the consent solicitation for the 7.017% notes ended at 5 p.m. ET on April 16. They began on April 3.

The company paid a total consideration of $1,012.50 per $1,000 principal amount of 7.017% notes, which includes a consent payment of $1.25. It also paid accrued interest.

Holders received 101% plus accrued interest for the 11% notes.

MaruEnergy Caribbean said it planned to finance the tender offer and consent solicitation with proceeds from new fully documented credit facilities totaling $102 million. The financing was a condition of the offer.

The company intended to fund the offer for the 11% notes with proceeds from $193 million of credit facilities.

Mizuho Securities USA Inc. was the dealer manager and solicitation agent.

D. F. King & Co., Inc. was the information agent (800 290-6429) for the offers.

Questions about MaruEnergy Trinidad's offer can be directed to the telephone number 678 905-6678.

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