General Announcement::Outcome consent solicitation process for the 5.198% Senior Secured Notes due 2034

Issuer & Securities

Issuer/ Manager
GUARA NORTE S.A.R.L.
Securities
GUARA US$850M5.198%N340615A - US400666AA13 - 5Q3B
GUARA US$850M5.198%N340615R - USL4R02QAA86 - UBFB
Stapled Security
No

Announcement Details

Announcement Title
General Announcement
Date &Time of Broadcast
22-May-2023 14:39:35
Status
New
Announcement Sub Title
Outcome consent solicitation process for the 5.198% Senior Secured Notes due 2034
Announcement Reference
SG230522OTHRQW0C
Submitted By (Co./ Ind. Name)
Wouter Holties
Designation
Corporate Finance
Effective Date and Time of the event
19/05/2023 17:00:00
Description (Please provide a detailed description of the event in the box below)
As of 5:00 p.m., New York City time, on May 19, 2023 (the Expiration Time), the Company was advised by the Information & Tabulation Agent that it has received consents from holders of more than fifty percent (50%) of the aggregate principal amount of the Notes then outstanding (not including any Notes that are owned by us or any of our affiliates) to the adoption of the Proposed Amendments consisting of:
1) the Indenture (x) permitting us to amend the Charter Agreement, Services Agreement or Charter Guarantees (each as defined in the Indenture), to let us replace the Charter Guarantee of BG Energy Holdings Limited with a Charter Guarantee from Shell Brazil Holding B.V.; and (y) allowing us to make non-material amendments to the Charter Agreement without obtaining the reaffirmation from the Charter Guarantors (each such term as defined in the Indenture);
2) the New York Accounts Agreement (x) specifying that amounts of any Charter Agreement Bonuses transferred from the Bonus Reserve Account into the Revenue Collection Account shall not be transferred back to the Bonus Reserve Account and (y) permitting us to withdraw from time to time on the dates specified in the Consent Solicitation Statement all amounts on deposit in the Bonus Reserve Account and transfer such amounts to the Revenue Collection Account (including, a withdrawal of all amounts on deposit in the Bonus Reserve Account that were transferred from the Revenue Collection Account on or prior to December 15, 2022) (each such term as defined in the New York Accounts Agreement) on the dates specified in the Consent Solicitation Statement; and
3) the Security Assignment permitting the release and replacement of the security interest created thereunder in respect of BG Energy Holdings Limited s Charter Guarantee with a security interest provided by Shell Brazil Holding B.V.

Attachments

Guara Norte - Consent Solicitation - Press Release - Expiration.pdf
Total size =120K