LUXEMBOURG, July 27, 2022 /PRNewswire/ — Swiss Insured Brazil Energy Finance S.à r.l., a personal restricted legal responsibility firm (société à responsabilité limitée), integrated and present beneath Luxembourg legislation, having its registered workplace at 16, rue Eugène Ruppert, L – 2453 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Firms beneath quantity B 217648 (the “Firm“), beforehand launched a consent solicitation (the “Consent Solicitation“) in relation to its 9.850% Senior Secured Notes due 2032 with ISIN USL8915MAA38/US870880AA90 (the “Notes“) pursuant to the consent solicitation assertion, dated July 20, 2022, as supplemented by the Complement to the Consent Solicitation Assertion, dated July 21, 2022 and prolonged by the announcement made by the Firm on July 27, 2022 (as supplemented and prolonged, the “Assertion“). Capitalized phrases used, however not outlined, on this announcement (the “Announcement“) have the meanings assigned to them within the Assertion.
The Firm additional pronounces right now that it has (a) additional prolonged the scheduled expiration time for the Consent Solicitation from 5:00 p.m. (New York Metropolis time) on July 27, 2022 (the “Present Expiration Time“) to 5:00 p.m. (New York Metropolis time) on July 29, 2022 (as so prolonged, the “Expiration Time“) and (b) elevated the Consent Fee payable to Holders who validly ship (and don’t revoke) their Consent at or previous to the Expiration Time, such that the combination Consent Fee will likely be 1.00% of R$3,201,500,000 preliminary mixture principal quantity of Notes (the “Unique Face Worth“), or R$32,015,000, to be shared by all such consenting Holders. Particularly, the Consent Fee will likely be an quantity, per R$1,000 of Unique Face Worth of Notes for which Holders have validly delivered (and never revoked) Consents previous to the Expiration Time, equal to the product of R$10.00 multiplied by a fraction, the numerator of which is the Unique Face Worth of the Notes excellent as of the Expiration Time and the denominator of which is the Unique Face Worth of Notes for which Holders have validly delivered (and never revoked) Consents previous to the Expiration Time. Because of this, the Consent Fee for the Notes will vary from R$10.00 per R$1,000 (if all Holders consent) to roughly R$19.51 per R$1,000 (if Holders of 51.25% of the Unique Face Worth of Notes consent). Fee of the Consent Fee to consenting Holders is topic to the satisfaction or waiver of the opposite situations to the Consent Solicitation set forth within the Assertion, together with the receipt of the Requisite Consents (as outlined within the Assertion).
D.F. King & Co., Inc., as Info and Tabulation Agent, knowledgeable the Firm that, as of the Present Expiration Time, Holders of R$1.44 billion mixture principal quantity of Notes, or 45.10% of the Unique Face Worth, have offered their Consent within the Consent Solicitation. Moreover, as of the date hereof, the holder of 100% of the loans beneath the Uninsured Mortgage Settlement has consented to the CELSE Consent and Modification Authorization; due to this fact, the Requisite Consents threshold will likely be met if Holders representing a minimum of 51.25% in mixture excellent principal quantity of the Notes validly ship (and don’t revoke) Consents within the Consent Solicitation. Accordingly, Holders of an extra R$196.9 million, or 6.15% of the Unique Face Worth, can be required to Consent (and never revoke) within the Consent Solicitation to ensure that the Firm to acquire the Requisite Consent.
Upon receipt of the Requisite Consents within the Consent Solicitation (such time, the “Consent Efficient Time“), the Firm will instruct the Fiduciary Agent to consent to effectuate and/or enter into the Proposed Consent and Amendments and to consent to and do some other acts needed to present impact to the CELSE Consent and Modification Authorization, and upon receipt of all different consents required beneath the Intercreditor Settlement, the Debenture Indenture and the Mission Intercreditor Settlement, the CELSE Consent and Modification Authorization will grow to be efficient as soon as the opposite situations thereto have been happy. On the Consent Efficient Time, the consent to the Proposed Consent and Amendments and the CELSE Consent and Modification Authorization will likely be efficient and operative as to all Holders, whether or not or not such Holders delivered a Consent or in any other case affirmatively objected to the consent to the Proposed Consent and Amendments; offered that, in accordance with the phrases of the Indenture, until the Consent Fee has been made on or previous to the Outdoors Date, every Consent offered pursuant to the Consent Solicitation shall be ineffective and deemed revoked and the Proposed Consent and Amendments and the CELSE Consent and Modification Authorization and any amendments or consents ensuing therefrom shall be void ab initio. The Firm will give written or oral discover to DTC and make a public announcement of the incidence of the Consent Efficient Time by press launch by 9:00 a.m., New York Metropolis time, on the following enterprise day following the Consent Efficient Time. Beforehand delivered legitimate Consents won’t be mechanically revoked by this Announcement, and will not be validly revoked after the sooner of (i) the Consent Efficient Time and (ii) the Expiration Time.
The Unique Face Worth of Notes was R$3,201,500,000, and the Notes have subsequently had principal paydowns to R$2,841,891,512.50 as of July 26, 2022. As of July 26, 2022, the excellent principal quantity of the Notes is roughly 88.77% of the Unique Face Worth. The Consent Fee is calculated utilizing the Unique Face Worth of the Notes. The Consent Fee is denominated in Brazilian Reais however will settle in U.S. {dollars} as transformed primarily based on the prevailing Reais / U.S. Greenback spot price on the shut of enterprise on the Expiration Date of the Consent Solicitation as proven on the Bloomberg “BRLUSD Curncy” display screen (offered that if such spot price just isn’t out there on the Bloomberg “BRLUSD Curncy” display screen, then the Bloomberg FXIP display screen shall be used or such different supply as mutually agreed by the Firm and the Solicitation Agent).
Besides as set forth on this Announcement, all elements of the Assertion stay unchanged. The Firm expressly reserves the proper to amend, prolong or terminate the Consent Solicitation or waive any unhappy situations to the Consent Solicitation, in every case, in accordance with the phrases set forth within the Assertion. Holders are urged to evaluation the Assertion for the detailed phrases of the Consent Solicitation and the procedures for offering their Consent. This Announcement is for data functions solely and is neither a suggestion to promote nor a solicitation of a suggestion to purchase the Notes or some other securities. No suggestion is being made as as to whether Holders ought to Consent pursuant to the Consent Solicitation. The Consent Solicitation just isn’t being made in any jurisdiction during which, or to or from any particular person to or from whom, it’s illegal to make such solicitation beneath relevant state or overseas securities or “blue sky” legal guidelines. The Notes are presently listed on the Official Checklist of the Luxembourg Inventory Alternate (the “LuxSE“) and admitted to buying and selling on the Euro MTF market of the LuxSE.
THE SOLICITATION AGENT
Questions or requests for help regarding the phrases of the Consent Solicitation must be directed to:
Goldman Sachs & Co. LLC
200 West Avenue
New York, New York 10282
Consideration: Legal responsibility Administration Group
U.S. Toll-free: +1 (800) 828-3182
Gather: (212) 357-1452
E-mail: GS-LM-NYC@gs.com
THE INFORMATION AND TABULATION AGENT
Requests for extra copies of the Assertion and help referring to the procedures for delivering Consents must be directed to:
D.F. King & Co., Inc.
48 Wall Avenue, 22nd Flooring
New York, New York 10005
E-mail: celse@dfking.com
Toll-Free: +1 (866) 745-0267
Gather: +1 (212) 269-5550
Attn: Michael Horthman
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SOURCE Swiss Insured Brazil Energy Finance S.à r.l.
