Extension of Early Consent Expiration for Series A, B and C Notes of White Pine Hydro, LLC
TORONTO, Feb. 14, 2013 /PRNewswire/ -- BIF II US Renewable LLC (the "Offeror"), an affiliate of Brookfield Renewable Energy Partners, announced today that it has extended the Early Consent Expiration and Withdrawal Time of its offer to purchase for cash any and all of the outstanding Series A, B and C Notes of White Pine Hydro, LLC (the "Tender Offer and Consent Solicitation" for the "Notes" of the "Issuer") and has supplemented the Offer to Purchase and Consent Solicitation Statement, dated January 31, 2013 (as supplemented, the "Statement") to increase the Early Consent Payment offered in connection with the Tender Offer and Consent Solicitation and make certain other changes.
The Early Consent Expiration and Withdrawal Time were previously scheduled to expire at 5.00 p.m. New York City time, on February 15, 2013 and have been extended until 5.00 p.m. New York City time, on February 22, 2013 (the "Revised Early Consent Expiration and Withdrawal Time"), unless further extended by the Offeror in its sole discretion. The Offeror has also supplemented the Statement to increase the Early Consent Payment payable to each holder of the Notes (the "Holders") who validly tenders its Notes, and thereby delivers its consent to the Proposed Amendments set forth in the Statement, to the Tender Agent and Information Agent prior to the Revised Early Consent Expiration and Withdrawal Time. Such Holders who so validly tender and do not validly withdraw shall receive, in addition to a cash amount of $10.00 for each $1,000 principal amount of Notes offered and accepted by the Offeror for payment in the Tender Offer:
- An additional $15.00 for each $1,000 principal amount of Notes offered and accepted by the Offeror for payment in the Tender Offer;
- for each series of Notes the payment of an additional amount equal to 45 days of interest on each such series of the Notes; and
- an undertaking to provide additional consideration within 12 months of the Settlement Date in the event the Offeror or any of its affiliates repays, purchases, makes a subsequent tender offer for or redeems any series of Notes for consideration in excess of the Total Consideration set forth in the Statement as supplemented for each $1,000 principal amount of Notes of such series plus accrued and unpaid interest.
In addition, the Statement has been supplemented to amend and restate the Proposed Amendments relating to the definitions of "Permitted Refinancing" and "Change of Control" in the indenture under which the Notes were issued (the "Indenture") to clarify meaning. The Statement has also been supplemented to confirm the Offeror's intention to explore possible changes to the rating of the Notes.
All other terms of the Tender Offer and Consent Solicitation remain unchanged as set forth in the Statement. Each Holder who has tendered its Notes in connection with the the Tender Offer and Consent Solicitation has the right to withdraw such tender at any time prior to the Revised Early Consent Expiration and Withdrawal Time (without giving effect to any further extension).
The Tender Offer and Consent Solicitation are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Statement. The settlement date in respect of all Notes validly tendered and not validly withdrawn and accepted for purchase is expected to occur promptly after the Expiration Time, and is expected to be on or about March 6, 2013.
This news release does not constitute a notice of redemption under the optional redemption provision of the Indenture, nor does it constitute an offer to sell or the solicitation of an offer to buy any securities of the Offeror or the Issuer. Nor is it an offer to sell securities or a solicitation of an offer to buy securities in any state or jurisdiction where prohibited by law. The Tender Offer and Consent Solicitation are being made pursuant to the Statement and the related consent and letter of transmittal, copies of which have been delivered to all Holders. Persons with questions regarding the Tender Offer and Consent Solicitation should contact the Tender Agent and Information Agent, D.F. King & Co., Inc. at (800) 758-5378 (toll free).
Cautionary Statement Regarding Forward-Looking Information
Forward-looking information provided in this news release relating to the Offeror's expectations regarding the Tender Offer, Consent Solicitation and the Offeror's or the Issuer's future prospects and financial position are forward-looking information within the meaning of applicable United States securities laws. The Offeror believes that expectations reflected in such information are reasonable, but no assurance is given that such expectations will be correct. Forward-looking information is based on the Offeror's beliefs and assumptions based on information available at the time the assumption was made and on management's experience and perception of historical trends, current conditions and expected further developments as well as other factors deemed appropriate in the circumstances. Investors are cautioned that there are risks and uncertainties related to such forward-looking information and actual results may vary. The forward-looking information is made as of the date of this news release and neither the Offeror nor the Issuer assumes any obligation to update or revise them to reflect new events or circumstances, except as explicitly required by securities laws.
SOURCE Brookfield Renewable Energy Partners
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