SAO PAULO, Oct. 21 /PRNewswire/ -- ISA CAPITAL DO BRASIL S.A. (the "Company") today announced the commencement of a consent solicitation (the "Consent Solicitation") with respect to certain amendments to the indentures governing the Company's outstanding 7.875% senior notes due 2012 (the "2012 Notes") and 8.800% senior notes due 2017 (the "2017 Notes", and together with the 2012 Notes, the "Notes") pursuant to the Company's Consent Solicitation Statement, dated as of October 21, 2009, that is being sent to holders of the Notes (the "Consent Solicitation Statement"). Pursuant to the Consent Solicitation, the Company is soliciting consents to amend the indenture relating to the 2012 Notes and the indenture relating to the 2017 Notes to permit (i) the Restricted Subsidiaries under the Indentures (other than the Company's operating subsidiary Companhia de Transmissao de Energia Eletrica Paulista ("CTEEP")), to enter into certain Proposed Financing Arrangements with Banco Nacional de Desenvolvimento Economico e Social, certain other government-owned Brazilian banks and agencies and Brazilian commercial banks, (ii) the Company to issue certain unsecured guarantees in connection with such Proposed Financing Arrangements and (iii) an increase in the amount of Indebtedness that the Company may permit CTEEP and the Restricted Subsidiaries to incur under the Indentures. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms on the Consent Solicitation Statement.
The Consent Solicitation will expire at 5:00 p.m., New York City time, on November 3, 2009, unless extended (such date, as it may be extended, the "Expiration Date").
On the terms and subject to the conditions set forth in the Consent Solicitation Statement, if the Company receives the Requisite Consents, the other conditions specified in the Consent Solicitation Statement are satisfied or waived and the Indenture Supplements that contain the Proposed Amendments are executed and delivered, the Company will pay, promptly following the Expiration Date, to each Noteholder who has validly delivered (and has not validly revoked) a Consent on or prior to the Expiration Date, $5.00 for each $1,000 in principal amount of 2012 Notes and $10.00 for each $1,000 in principal amount of 2017 Notes with respect to which a Consent has been delivered.
This press release is not a solicitation of Consents with respect to the Notes. The complete terms and conditions of the Consent Solicitation are set forth in the Consent Solicitation Statement. Noteholders are urged to read the Consent Solicitation Statement and accompanying documents carefully. Copies of the Consent Solicitation Statement and related Consent Form may be obtained from Global Bondholder Services Corporation at (866) 873-6300 (toll free) or at (212) 430-3774 (call collect).
Banc of America Securities LLC is the Solicitation Agent for the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to Banc of America Securities LLC at (888) 292-0070 (toll free) or (646) 855-3401 (call collect) Attn: Liability Management Group.
About the Company
The Company is a Brazilian stock corporation (sociedade por acoes) formed on April 28, 2006 to participate in the sale by the government of the State of Sao Paulo of approximately 31.34 billion shares of CTEEP's common stock representing 50.10% of the CTEEP common stock and 21% of the CTEEP capital stock. As of the date of the Consent Solicitation Statement, the Company owned approximately 89.4% of CTEEP's common stock and 37.5% of CTEEP's capital stock. The Company is a holding company and engages only in limited business activities. CTEEP is a Brazilian publicly-traded company engaged in the business of transmitting electricity from generation facilities to distribution networks and independent consumers. For more information, visit www.isacapital.com.br.
Forward-Looking Statement
Some of the statements made in this press release are forward looking in nature. These statements are based on management's current expectations or beliefs. These forward looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside the Company's control, which could cause actual events to differ materially from those expressed or implied by the statements. Statements in this press release should be evaluated in light of these important factors. The Company is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.
THE NOTES HAVE NOT BEEN REGISTERED, AND WILL NOT BE REGISTERED, UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS, AND THE NOTES MAY NOT BE OFFERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT (1) TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("QIBs"), (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULES 144 UNDER THE SECURITIES ACT (IF AVAILABLE).
THE CONSENT SOLICITATION STATEMENT MAY NOT BE DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OR, U.S. PERSONS, EXCEPT TO (1) QIBs OR (2) DEALERS OR OTHER PROFESSIONAL FIDUCIARIES ORGANIZED, INCORPORATED OR (IF AN INDIVIDUAL) RESIDENT IN THE UNITED STATES HOLDING DISCRETIONARY ACCOUNTS OR SIMILAR ACCOUNTS (OTHER THAN AN ESTATE OR TRUST) FOR THE BENEFIT OR ACCOUNT OF NON-U.S. PERSONS.
THE CONSENT SOLICITATION IS NOT BEING MADE TO NOTEHOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OF THE CONSENT SOLICITATION OR THE ACCEPTANCE OF THE CONSENTS WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state in which such offer, solicitation or sale would be unlawful.
SOURCE ISA Capital do Brasil S.A.
ISA Capital do Brasil S.A.
