LUXEMBOURG, Aug. 1, 2022 /PRNewswire/ — Swiss Insured Brazil Energy Finance S.à r.l., a personal restricted legal responsibility firm (société à responsabilité limitée), integrated and current 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 and amended previous to the date hereof, the “Assertion“). Capitalized phrases used, however not outlined, on this announcement (the “Announcement“) have the meanings assigned to them within the Assertion.
The Firm pronounces as we speak that it has prolonged the scheduled expiration time for the Consent Solicitation from 5:00 p.m. (New York Metropolis time) on July 29, 2022 (the “Present Expiration Time“) to 5:00 p.m. (New York Metropolis time) on August 1, 2022 (as so prolonged, the “Expiration Time“). 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 combination principal quantity of Notes, or 45.10% of the Authentic Face Worth (as outlined beneath), have supplied 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; subsequently, the Requisite Consents threshold shall be met if Holders representing not less than 51.25% in combination 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 R$3,201,500,000 preliminary combination principal quantity of Notes (the “Authentic Face Worth“), can be required to Consent (and never revoke) within the Consent Solicitation to ensure that the Firm to acquire the Requisite Consent. As of the date hereof, the Firm is in dialogue with sure Holders that haven’t but consented however who’ve supplied non-binding indications of intent to Consent. By including such non-binding indications of intent to Consent along with the consents obtained as of the Present Expiration Time, the Firm expects that the Requisite Consents shall be obtained.
As beforehand introduced, the mixture Consent Fee payable to Holders who validly ship (and don’t revoke) their Consent at or previous to the Expiration Time, shall be 1.00% of the Authentic Face Worth, or R$32,015,000, to be shared by all such consenting Holders. Particularly, the Consent Fee shall be an quantity, per R$1,000 of Authentic 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 Authentic Face Worth of the Notes excellent as of the Expiration Time and the denominator of which is the Authentic Face Worth of Notes for which Holders have validly delivered (and never revoked) Consents previous to the Expiration Time. Consequently, 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 Authentic 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.
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 every other acts essential to provide 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 Undertaking Intercreditor Settlement, the CELSE Consent and Modification Authorization will change into efficient as soon as the opposite situations thereto have been glad. On the Consent Efficient Time, the consent to the Proposed Consent and Amendments and the CELSE Consent and Modification Authorization shall 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; supplied that, in accordance with the phrases of the Indenture, except the Consent Fee has been made on or previous to the Exterior Date, every Consent supplied 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.
Besides as set forth on this Announcement, all elements of the Assertion stay unchanged. The Firm expressly reserves the fitting to amend, lengthen 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 assessment the Assertion for the detailed phrases of the Consent Solicitation and the procedures for offering their Consent. This Announcement is for info functions solely and is neither a suggestion to promote nor a solicitation of a suggestion to purchase the Notes or every other securities. No advice is being made as as to if Holders ought to Consent pursuant to the Consent Solicitation. The Consent Solicitation isn’t being made in any jurisdiction through 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 at the moment listed on the Official Record of the Luxembourg Inventory Change (the “LuxSE“) and admitted to buying and selling on the Euro MTF market of the LuxSE.
THE SOLICITATION AGENT
Questions or requests for help in regards to the phrases of the Consent Solicitation must be directed to:
Goldman Sachs & Co. LLC
200 West Road
New York, New York 10282
Consideration: Legal responsibility Administration Group
U.S. Toll-free: +1 (800) 828-3182
Gather: (212) 357-1452
Electronic mail: GS-LM-NYC@gs.com
THE INFORMATION AND TABULATION AGENT
Requests for added copies of the Assertion and help referring to the procedures for delivering Consents must be directed to:
D.F. King & Co., Inc.
48 Wall Road, 22nd Ground
New York, New York 10005
Electronic 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.
