Swiss Insured Brazil Power Finance S.À R.L. - Consent Solicitation - Launch

SWISS INSURED BRAZIL POWER FINANCE S.À R.L. ANNOUNCES COMMENCEMENT OF CONSENT SOLICITATION IN RELATION TO ITS OUTSTANDING 9.850% SENIOR SECURED NOTES DUE 2032

REG S CUSIP / ISIN: L8915M AA3 / USL8915MAA38/144A CUSIP / ISIN: 870880 AA9 / US870880AA90

13 SEPTEMBER 2023

Full announcement available via LUXSE

"Swiss Insured Brazil Power Finance S.à r.l., a private limited liability company (société à responsabilité limitée), incorporated and existing under Luxembourg law, having its registered office at 16, rue Eugène Ruppert, L – 2453 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 217648 (the “Company”) announced today that it has commenced a solicitation (the “Solicitation”) of consents (“Consents”)..."

...

The purpose of the Solicitation is to authorize CELSE and the Company to adopt the CELSE Proposed Amendments and Agreements and the Indenture Amendments, to authorize the Put Option Exercise and for CELSE to:

- upon the exercise of the New Put Option by the Company, fulfill its obligation to purchase 100% of the outstanding

Existing Debentures; and

- repay all amounts outstanding under the IFC Loan Agreement and the IDB Loan Agreement;

and for the Company, in turn, to:



- repay all amounts outstanding under that certain uninsured loan credit agreement, dated as of April 12, 2018, among,

inter alios, the Company, the lenders named therein (the “Uninsured Lenders”), and Citibank, N.A., as administrative

agent (the “Uninsured Loan Agreement”); and

- redeem 100% of the Notes.

Concurrently with the Solicitation, CELSE and the Company, as applicable, are separately seeking consents to (i) the

CELSE Proposed Amendments and Agreements and the Put Option Exercise from the Uninsured Lenders and SERV; and (ii) the CELSE Proposed Amendments and Agreements from the Senior Lenders. Pursuant to Section 5.06 of the Company Intercreditor Agreement, the Company must obtain the consent of both (i) Holders owning at least 56.25% aggregate outstanding principal amount of Notes; and (ii) the Uninsured Lenders owning at least 56.25% aggregate outstanding principal amount of debt under the Uninsured Loan Agreement (the “Intercreditor Requisite Consents”) in order to consent to the CELSE Proposed Amendments and Agreements and the Put Option Exercise. Pursuant to Section 9.1(b) of the Indenture, the Company must obtain the consent of Holders of more than 50% of the aggregate principal amount of Notes (the “Indenture Requisite Consents” and, together with the Intercreditor Requisite Consents, the “Requisite Consents”) in order to effectuate the Indenture Amendments."

...

"The table below summarizes certain payment terms of the Solicitation. The originally issued principal amount of the Notes was R$3,201,500,000 (the “Original Principal Amount”). The Notes have subsequently had principal repaid such that the remaining principal amount outstanding was R$2,669,810,887.50 as of September 12, 2023 (the “Outstanding Principal Amount”). The Consent Consideration will be calculated with reference to a scaling factor equal to the quotient of (a) the remaining outstanding principal amount of Notes as of the Expiration Time, divided by (b) the Original Principal Amount of Notes (the “Scaling Factor”). As of September 12, 2023, the Scaling Factor was 83.3925%."

...

---

****PREVIOUS DEAL DETAILS BELOW****

---

SWISS INSURED BRAZIL POWER FINANCE S.À R.L. ANNOUNCES SUCCESSFUL CONSENT SOLICITATION AND OCCURRENCE OF EXPIRATION DATE IN RELATION TO ITS OUTSTANDING 9.850% SENIOR SECURED NOTES DUE 2032 REG S CUSIP / ISIN: L8915M AA3 / USL8915MAA38 144A CUSIP / ISIN: 870880 AA9 / US870880AA90

27 MARCH 2023

Full announcement available via LUXSE

"The Company today announces that the Expiration Time occurred as scheduled at 5:00 p.m. (New York City time) on March 24, 2023. In connection with the Consent Solicitation, the Company also announces that the Company received consents from Holders of the Notes exceeding the 56.25% threshold required under the Intercreditor Agreement with respect to the Notes. Since the Consent Solicitation has expired, consents thereunder may no longer be validly revoked.

As previously announced, the Consent Payment payable to Holders who validly delivered (and did not revoke) their Consent at or prior to the Expiration Time, is R$0.50 per R$1,000 Original Face Value of the Notes. The Consent Payment shall be calculated using the Original Face Value of the Notes. The Consent Payment is denominated in Brazilian Reais but will settle in U.S. Dollars as converted based on the prevailing Reais / U.S. Dollar spot rate as of the Expiration Time of 0.1905 as shown on the Bloomberg "BRLUSD Curncy" screen, as described in the Statement. Payment of the Consent Payment to consenting Holders is subject to the satisfaction or waiver of the other conditions to the Consent Solicitation set forth in the Statement, including the receipt of the Requisite Consents and the satisfaction of the conditions precedent agreed with the Senior Creditors (as defined in the Intercreditor Agreement) and/or SERV Swiss Export Risk Insurance in connection with the Proposed Amendments. The Company expects to pay the previously announced Consent Payment upon the earlier of (i) the third business day following the satisfaction or waiver of the outstanding conditions to the Consent Solicitation set forth in the Statement, and (ii) June 15, 2023 (the “Outside Date”); provided that, in accordance with the terms of the Indenture, unless the Consent Payment has been made on or prior to the Outside Date, each Consent provided pursuant to the Consent Solicitation shall be ineffective and deemed revoked."

---

SWISS INSURED BRAZIL POWER FINANCE S.À R.L. ANNOUNCES COMMENCEMENT OF CONSENT SOLICITATION IN RELATION TO ITS OUTSTANDING 9.850% SENIOR SECURED NOTES DUE 2032 REG S CUSIP / ISIN: L8915M AA3 / USL8915MAA38 144A CUSIP / ISIN: 870880 AA9 / US870880AA90

21 MARCH 2023

Full announcement available via PRNEWSWIRE

"LUXEMBOURG, March 20, 2023 /PRNewswire/ -- Swiss Insured Brazil Power Finance S.à r.l. a private limited liability company (société à responsabilité limitée), incorporated and existing under Luxembourg law, having its registered office at 16, rue Eugène Ruppert, L – 2453 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 217648 (the "Company") announced today that it has commenced a solicitation (the "Consent Solicitation") of consents ("Consents") from each registered holder ("Holder") of its outstanding 9.850% Senior Secured Notes due 2032 (the "Notes"), issued and outstanding under the indenture (the "Indenture"), dated as of April 12, 2018, among the Company, CELSE – Centrais Elétricas de Sergipe S.A., as guarantor ("CELSE"), and Citibank, N.A., as trustee (in such capacity, the "Trustee"), to permit the Company, as the sole holder of certain debentures issued by CELSE pursuant to an indenture, dated as of March 28, 2018, among CELSE, Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários, as fiduciary agent (the "Fiduciary Agent") and Credit Suisse AG, in its capacities as policyholder and policyholder agent (the "Policyholder Agent"), to instruct the Fiduciary Agent to amend (the "Proposed Amendments") certain provisions of (a) the Common Terms Agreement, dated April 12, 2018, among CELSE, Inter-American Investment Corporation ("IDB Invest"), International Finance Corporation ("IFC"), the Fiduciary Agent, the Policyholder Agent, and Citibank, N.A., as project intercreditor agent, as amended (the "Common Terms Agreement"), (b) the Loan Agreement, dated April 12, 2018, among CELSE, IDB Invest, as lender, as agent acting on behalf of the Inter-American Development Bank ("IDB"), and as agent acting on behalf of IDB in IDB's capacity as administrator of the China Co-Financing Fund for Latin America and the Caribbean, as amended (the "IDB Loan Agreement"), (c) the Loan Agreement, dated April 12, 2018, among CELSE and IFC, as amended (the "IFC Loan Agreement"), (d) the Fiduciary Assignment of Equipment Agreement and Other Covenants, dated March 21, 2018, among CELSE, Banco Citibank S.A. (the "Collateral Agent"), and the Fiduciary Agent, as amended (the "Fiduciary Assignment of Equipment Agreement"), (e) the Fiduciary Assignment of Real Estate Agreement and Other Covenants, dated April 9, 2018, among CELSE, the Collateral Agent, and the Fiduciary Agent, as amended (the "Fiduciary Assignment of Real Estate Agreement"), (f) the Conditional and Fiduciary Assignment Agreement and Other Covenants, dated March 21, 2018, among CELSE, CELSEPAR – Centrais Elétricas de Sergipe S.A. ("CELSEPAR"), the Collateral Agent, and the Fiduciary Agent, as amended (the "Conditional andFiduciary Assignment Agreement"), and (g) the Fiduciary Assignment and Conditional Usufruct of Shares Agreement and Other Covenants, dated March 21, 2018, among CELSE, CELSEPAR, the Collateral Agent, Eneva S.A., and the Fiduciary Agent, as amended (the "Fiduciary Assignment and Conditional Usufruct of Shares Agreement")."

...

"The ultimate purpose of the Consent Solicitation is to authorize CELSE to enter into agreements (the "CELSE Consent and Amendment Authorization") to amend the benchmark for purposes of determining the interest rate under the Common Terms Agreement, the IFC Loan Agreement and the IDB Loan Agreement from the London Interbank Offered Rate ("LIBOR") to a forward-looking term rate based on the Secured Overnight Financing Rate ("Term SOFR") and make conforming amendments to the Fiduciary Assignment of Equipment Agreement, the Fiduciary Assignment of Real Estate Agreement the Conditional and Fiduciary Assignment Agreement and the Fiduciary Assignment and Conditional Usufruct of Shares Agreement, in each case in advance of the discontinuation of LIBOR on June 30, 2023. For the avoidance of doubt, the current terms of the Notes (including the interest rate) and the Indenture will not change as a result of the Proposed Amendments."