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

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")."


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"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."


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