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

LUXEMBOURG, March 15, 2021 /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 14, rue Edward Steichen, L-2540 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 9.850% Senior Secured Notes due 2032 (the "Notes"), issued and outstanding under 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 (as amended, the "Debenture 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 certain provisions of (i) the Common Terms Agreement (as amended, the "Common Terms Agreement"), dated as of April 12, 2018, among CELSE, the senior lenders party thereto (the "Senior Lenders") and the Senior Lenders' representatives named therein, the Fiduciary Agent, the Policyholder Agent and Citibank, N.A., as project intercreditor agent on behalf of the Senior Lenders and (ii) the Debenture Indenture.

The Notes are currently listed on the Official List of the Luxembourg Stock Exchange (the "LuxSE") and admitted to trading on the Euro MTF market of the LuxSE.

The Consent Solicitation is being made by means of the Company's consent solicitation statement, dated March 15, 2021 (the "Consent Solicitation Statement"). Holders are referred to the Consent Solicitation Statement for detailed terms and conditions of the Consent Solicitation. The Consent Solicitation will expire at 5:00 p.m. (New York City time) on March 22, 2021 (the "Expiration Time"), unless extended or earlier terminated by the Company in its sole discretion. Consents delivered may be validly revoked at any time prior to the earlier to occur of: (i) the time at which the requisite Consents are received and (ii) the Expiration Time.

Hygo Energy Transition Ltd. (f/k/a Golar Power Ltd.) ("GOLAR"), Golar LNG Ltd. ("Golar LNG"), Stonepeak Infrastructure Fund II Cayman (G) Ltd. ("Stonepeak"), New Fortress Energy Inc. and Lobos Acquisition Ltd. have entered into that certain Agreement and Plan of Merger, dated January 13, 2021 (the "Merger Agreement"), pursuant to which, on the terms and conditions set forth therein, GOLAR will become a wholly-owned subsidiary of NFE (the "Merger"). Pursuant to the terms of the Merger Agreement, following the consummation of the Merger, each of Golar LNG and Stonepeak will no longer own any shares of GOLAR.

In connection with the Merger, a "Change of Control" under the Common Terms Agreement and the Debenture Indenture will occur because after the consummation of the Merger (a) Golar LNG (alone or together with Stonepeak or an "acceptable investor") will not control GOLAR, (b) Golar LNG will not own and maintain, directly or indirectly, at least (i) 40% of the share capital of GOLAR and (ii) 15% of the share capital of CELSE and (c) neither Stonepeak nor any "acceptable investor" will own and maintain, directly or indirectly and individually or collectively, at least 40% of the share capital of GOLAR.

The ultimate purpose of the Consent Solicitation is to authorize CELSE to enter into agreements that (i) amend the definitions of "Change of Control" in the Common Terms Agreement and in the Debenture Indenture and (ii) make any other modifications or waivers to the Common Terms Agreement and the Debenture Indenture, in each case, that are necessary to effectuate the Merger pursuant to the Merger Agreement and as otherwise agreed to by the Senior Lenders and SERV.

Subject to certain conditions, including the receipt of the requisite Consents and the consummation of the Merger, among others, Holders who validly deliver and not validly revoke their Consents at or prior to the Expiration Time pursuant to the terms of the Consent Solicitation Statement will be eligible to receive a consent payment of R$1.00 per R$1,000 principal amount of the Notes.

The Company has engaged Goldman Sachs & Co. LLC to act as solicitation agent (the "Solicitation Agent") for the Consent Solicitation. D. F. King & Co., Inc. has been engaged to act as the information and tabulation agent (the "Information and Tabulation Agent") for the Consent Solicitation. Any questions or requests for assistance concerning the terms of the Consent Solicitation may be made to Goldman Sachs & Co. LLC at [email protected], +1 (800) 828-3182 (toll free) or +1 (212) 357-1452 (collect). Questions or requests for assistance relating to the procedures for delivering Consents or additional copies of the Consent Solicitation Statement and any related documents may be directed to D.F. King & Co., Inc. at [email protected], +1 (866) 796-7179 (toll free) or +1 (212) 269-5550 (collect).

Forward-Looking Statements

The Company cautions you that statements included in this announcement that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which may not materialize or prove correct. These include, among others, statements with respect to the terms and timing for completion of the Consent Solicitation, the consummation of the Merger, the receipt of the requisite Consents, and the payment of the consent fee. There can be no assurance that the transactions contemplated in this announcement will be consummated. The Company assumes no obligation to update any forward-looking statement included in this announcement to reflect events or circumstances arising after the date on which it was made.

The Solicitation Agent takes no responsibility for the contents of this announcement. This announcement must be read in conjunction with the Consent Solicitation Statement. This announcement and the Consent Solicitation Statement contain important information which should be read carefully and in its entirety before any decision is made in connection with the Consent Solicitation. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser.

None of the Company, CELSE, the Trustee, the Fiduciary Agent, the Policyholder Agent, the Solicitation Agent, the Information and Tabulation Agent or their respective affiliates, makes any recommendation as to whether or not Holders should deliver Consents. This announcement is for informational purposes only and is not a solicitation of Consents. The Consent Solicitation is only being made pursuant to the Consent Solicitation Statement. The Company reserves the right to waive or modify any term of, or to terminate, the Consent Solicitation, for any reason, prior to the Expiration Time.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any security. The Notes described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and they may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements of the Securities Act. 

SOURCE Swiss Insured Brazil Power Finance S.à r.l.