LUXEMBOURG, August 3, 2022 /PRNewswire/ — Insured Switzerland Brazil Power Finance S.à rla limited liability company (limited liability company), incorporated and existing under Luxemburg by right, having its registered office at 16, rue Eugène Ruppert, L – 2453 Luxembourg, Grand Duchy of Luxemburgregistered in the Trade and Companies Register of Luxembourg under number B 217648 (the “Company“), previously initiated a consent solicitation (the “Solicitation of consent“) with respect to its 9.850% Senior Secured Notes due 2032 with ISIN USL8915MAA38/US870880AA90 (the “Remarks“) pursuant to the Consent Solicitation Statement, dated July 20, 2022 (as supplemented and amended prior to the date hereof, the “Statement“). Capitalized terms used, but not defined, in this announcement (the “Announcement“) have the meaning given to them in the Declaration.

Due to certain administrative problems prohibiting certain Holders from validly issuing their Consent, the Company announces today that it has extended the expiry period provided for the Consent Request of 5:00 p.m. (New York City It’s time August 3, 2022 (there “Existing expiration time“) at 5:00 p.m. (New York City It’s time August 4, 2022 (thus extended, the “Expiration dateIn addition, consent instructions will now be accepted in minimal denominations of 300,000 reais (Previously R$500,000) and integer multiples of R$1,000 beyond this.

As previously announced, the Company has received the consents required under the Indenture and the Unsecured Loan Agreement. Accordingly, the Consent Effective Time and the Revocation Time have both occurred and the Company will require the Trustee to consent to effect and/or enter into the Consent and Proposed Amendments and to consent and perform any other act necessary to give effect to the CELSE. Consent and Variation Authorization, and upon receipt of all other consents required under the Intercreditors’ Agreement, the Debenture Deed and the Project’s Intercreditors’ Agreement, the CELSE Consent and Variation Authorization will enter into force once the other conditions relating thereto have been satisfied. The consent to the proposed consent and modifications and the CELSE consent and modification authorization is effective and operational for all holders, whether or not these holders have given consent or have affirmatively opposed the consent to the proposed consent and modifications. ; provided that, pursuant to the terms of the Indenture, unless payment for the Consent has been made on or before the Deadline, each Consent provided pursuant to the Consent Solicitation shall be ineffective and deemed revoked and the Consent and proposed changes and CELSE Consent and Change Authorization and any resulting changes or consent will be void ab-initio. The Aggregate Consent Payment payable to Holders who validly deliver their Consent on or before the Expiry Time will be 1.00% of the Original Denomination, or R$32,015,000, to be shared by all such consenting holders. Specifically, the Consent Payment will be an amount, for R$1,000 of the Initial Nominal Value of the Notes for which the Holders have validly delivered Consents before the Expiry Time, equal to the product of R$10.00 multiplied by a fraction whose numerator is the Original Nominal Value of the Notes in circulation at the Expiry Time and whose denominator is the Original Nominal Value of the Notes for which the Noteholders have validly delivered Consents before the Expiration Time. Accordingly, the consent payment for the Notes will vary from R$10.00 by R$1,000 (if all Holders consent) to approximately R$19.51 by R$1,000 (if the holders of 51.25% of the initial par value of the Notes consent). Payment of Consent Payment to consenting holders is subject to satisfaction or waiver of the other conditions of the consent solicitation set forth in the statement, including receipt of required consents.

Unless otherwise stated in this announcement, all aspects of the statement remain unchanged. The Company expressly reserves the right to modify, extend or terminate the Consent Solicitation or waive any unsatisfied term of the Consent Solicitation, in each case, in accordance with the terms set forth in the Statement. Holders should review the Statement for the detailed terms of the Consent Solicitation and the procedures for providing their Consent. This announcement is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other security. No recommendation is made as to whether Holders should Consent pursuant to the Consent Solicitation. The Consent Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is illegal to make such solicitation under applicable state securities laws or foreign or “blue sky”. The Notes are currently listed on the official listing of the Luxembourg Stock Exchange (the “LuxSE“) and admitted to trading on the Euro MTF market of LuxSE.

The solicitation agent

Questions or requests for assistance regarding the terms of the Consent Solicitation should be directed to:

Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Attention: Accountability Management Group
US Toll Free: +1 (800) 828-3182
Collect: (212) 357-1452
Email: [email protected]


Requests for additional copies of the statement and for assistance with consent issuance procedures should be directed to:

DF King & Co., Inc.
48 Wall Street, 22n/a Floor
New York, New York 10005
Email: [email protected]
Toll Free: +1 (866) 745-0267
Collection: +1 (212) 269-5550
Attention: Michael Horthman


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SOURCE Insured Switzerland Brazil Power Finance S.à rl

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