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 / 144A CUSIP & ISIN: L8915M AA3; USL8915MAA38 / 870880 AA9; US870880AA90)

LUXEMBOURG, July 20, 2022 /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 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 (i) enter into certain amendments, or consent to the entry into certain amendments and waivers and (ii) provide certain consents, in each case, with respect to the Eneva Sale, the Ebrasil Reorganization and the FSRU Transfer (each as defined below and further described in the Consent Solicitation Statement). 

The Consent Solicitation is being made by means of the Company's consent solicitation statement, dated July 20, 2022 (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 July 26, 2022 (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.

Subject to certain conditions, including, among others, the receipt of the requisite Consents and the consummation of any of the Eneva Sale, the Ebrasil Reorganization or the FSRU Transfer, 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$5.00 per R$1,000 principal amount of the Notes.

CELSE Consent and Amendment Authorization

The ultimate purpose of the Consent Solicitation is to authorize CELSE to enter into agreements that (i) grant the requested consents and waivers in order to consummate each of the Eneva Sale, the Ebrasil Reorganization and the FSRU Transfer, (ii) amend the definitions of "Change of Control" in Annex 1 (Definitions) of the Debenture Indenture and in Annex 1 (Definitions) of the Common Terms Agreement, including such other amendments as may be necessary to effectuate the Eneva Sale, the Ebrasil Reorganization or the FSRU Transfer and (iii) make any other modifications or waivers to the Common Terms Agreement, the Debenture Indenture, the Sponsor Support and Share Retention Agreement or any other agreement or instrument, in each case, for the purposes of effectuating any of the Eneva Sale, the Ebrasil Reorganization or the FSRU Transfer to the extent that such modification or waiver, as the case may be, is approved by the other required parties under the Project Intercreditor Agreement and the Debenture Indenture.

Eneva Sale

On May 31, 2022, certain indirect shareholders of CELSE, including LNG Power Limited, Ebrasil Energia Ltda. ("Ebrasil Energia"), DC Energia e Participações S.A. ("DC Energia") and certain other direct and indirect shareholders of Ebrasil Energia (the "DC Energia Sellers") agreed to sell (the "Eneva Sale") 100% of their respective direct or indirect interests, as the case may be, in CELSEPAR – Centrais Elétricas de Sergipe Participações S.A., CELSE's direct 100% shareholder (the "Direct Shareholder") to Eneva S.A. In connection with the Eneva Sale, a Change of Control under the Common Terms Agreement and Debenture Indenture will occur because, amongst other reasons, Hygo Energy Transition Limited ("Hygo") and Eletricidade do Brasil S.A. – Ebrasil ("Ebrasil") will cease to collectively control CELSE.

Ebrasil Reorganization

In connection with and to facilitate its portion of the Eneva Sale, Ebrasil intends to effect an internal reorganization prior to the Eneva Sale. The internal reorganization would ultimately result in DC Energia, which currently owns 100% of Ebrasil, to merge with Ebrasil Energia, which currently owns 50% of the equity of the Direct Shareholder, such that (i) DC Energia would directly own 50% of the equity in the Direct Shareholder and (ii) the DC Energia Sellers would directly own 100% of the DC Energia shares (collectively, the "Ebrasil Reorganization"). Following the Ebrasil Reorganization, Ebrasil would no longer own any direct or indirect interest of the Direct Shareholder, but would remain as a "Sponsor" and be subject to the terms of the Sponsor Support and Share Retention Agreement until the consummation of the Eneva Sale. In connection with the Ebrasil Reorganization, a Change of Control under the Common Terms Agreement and Debenture Indenture will occur because Ebrasil will cease to own and maintain, directly or indirectly, at least 44.75% of the equity of CELSE.

FSRU Transfer

On July 5, 2022, New Fortress Energy Inc., which is the parent company and 100% indirect owner of Hygo, and Apollo Global Management, Inc. (together with its consolidated subsidiaries, "Apollo") announced that NFE and certain funds managed by affiliates of Apollo (the "Apollo Funds") have entered into a definitive agreement with respect to the newly created joint venture (the "Apollo/NFE JV") to create an innovative LNG carrier and FSRU owning/operating platform. The Apollo/NFE JV will be owned approximately 80% by the Apollo Funds and 20% by NFE. In connection with the formation of the Apollo/NFE JV, certain affiliates of NFE and the Apollo Funds have entered into a definitive Equity Purchase and Contribution Agreement (the "Equity Purchase and Contribution Agreement") pursuant to which the NFE sellers agreed to contribute three of its vessels to the Apollo/NFE JV and to sell to the Apollo Funds eight vessels, including the Golar Nanook FSRU (which is the floating storage and regasification unit currently sub-chartered to CELSE (the "FSRU Transfer")), following which the Apollo Funds will contribute such eight vessels to the Apollo/NFE JV.  The current charter arrangements related to the Golar Nanook and CELSE will be maintained, as each of the relevant chartering and sub-chartering entities will be owned by the Apollo/NFE JV. Accordingly, NFE Nanook UK Limited (the "Disponent FSRU Owner") will continue to have a head charter of the Golar Nanook FSRU (which, going forward, will be between the Apollo/NFE JV and the Disponent FSRU Owner) and the Disponent FSRU Owner will in turn continue to sub-charter the Golar Nanook FSRU to CELSE pursuant to the existing Golar Nanook FSRU bareboat charter agreement between the Disponent FSRU Owner and CELSE. The Golar Nanook FSRU services agreement previously entered into between NFE Power Latam Serviços Marítmos Ltda. (which entity will also be owned by the Apollo/NFE JV) and CELSE that provides for certain operations and maintenance services will also remain in place. Accordingly, other than to reflect the new ownership of the Disponent FSRU Owner, NFE Power Latam Serviços Marítmos Ltda. and the "Golar Nanook" there will be no changes to the agreements or the parties operating the Golar Nanook FSRU and performing the relevant obligations under the Golar Nanook FSRU charter to CELSE. In connection with the FSRU Transfer, a Change of Control under the Common Terms Agreement and Debenture Indenture will occur because Hygo will cease to own and maintain, directly or indirectly, 100% of the Golar Nanook FSRU.

General

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) 745-0267 (toll free) or +1 (212) 269-5550 (collect).

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 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. 

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 Eneva Sale, the Ebrasil Reorganization or the FSRU Transfer, 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.

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