MaruEnergy starts change-of-control offer for Trinidad's 7.017% notes, Jamaica PSC's 11% notes

By Jennifer Chiou

New York, April 3 - MaruEnergy Caribbean, Ltd. announced the start of Marubeni Power (Cayman Islands) Finance Ltd.'s cash tender offer for any and all of the $99.8 million of 7.017% notes due 2016 issued by MaruEnergy Trinidad, LLC (formerly Mirant Trinidad Investments, LLC).

MaruEnergy Caribbean also launched MaruEnergy JPS (Cayman Islands) Finance, Ltd.'s 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.). Holders will receive 101% plus accrued interest for the 11% notes.

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

The company is also running a consent solicitation for the 7.017% notes.

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

The tender offers both expire at midnight ET on May 1 while the consent solicitation for the 7.017% notes ends at 5 p.m. ET on April 16.

The consents will allow proposed amendments to the indenture governing the notes, which will eliminate certain restrictive covenants and events of default and modify the provisions of the indenture.

The company said it will pay 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 will also pay accrued interest.

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

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

In addition to MaruEnergy Caribbean's offer and consent solicitation, MaruEnergy Trinidad is making a separate cash change-of-control offer to purchase any and all of the notes at 101% plus accrued interest up to May 12. This offer ends on May 7.

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

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

Questions about MaruEnergy Trinidad's offer can be to 678 905-6678.

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