SOURCE: MaruEnergy Caribbean, Ltd.

April 17, 2009 01:34 ET

MaruEnergy Caribbean, Ltd. Announces Consent Date Results of Tender Offer and Consent Solicitation for the 7.017% Notes Due 2016 Issued by MaruEnergy Trinidad, LLC

ATLANTA, GA--(Marketwire - April 17, 2009) - MaruEnergy Caribbean, Ltd. (the "Company") announced today, in connection with Marubeni Power (Cayman Islands) Finance Ltd.'s (the "Purchaser's") previously announced cash tender offer and consent solicitation for any and all of the outstanding 7.017% Notes due 2016 (CUSIP Nos. 60468BAA2 and U60462AA3) (the "Notes") issued by MaruEnergy Trinidad, LLC (f/k/a Mirant Trinidad Investments, LLC) ("MET"), that as of 5:00 p.m., New York City time, on April 16, 2009 (the "Consent Date"), $38,985,000 in aggregate principal amount of the Notes, representing approximately 39% of the outstanding principal amount of the Notes, had been validly tendered, not validly withdrawn and accepted for purchase by the Purchaser.

In accordance with the terms of the Offer Documents (as defined below), payment for Notes (including the consent payment) validly tendered on or prior to the Consent Date and accepted for purchase is expected to be made on Wednesday, April 22, 2009.

The Purchaser has previously waived the consent condition to the tender offer and consent solicitation and has, following discussions with representatives of a significant aggregate principal amount of Notes, decided not to effectuate the previously proposed amendments to the indenture governing the Notes, even if the required consents are received. In addition, representatives of an aggregate position of approximately $47 million in principal amount of Notes have agreed not to tender any Notes in the tender offer and consent solicitation or in MET's concurrent change of control offer described below.

The tender offer will remain open and holders who have not yet tendered their Notes may tender them prior to 12:00 midnight, New York City time, on Friday, May 1, 2009, unless extended or earlier terminated.

The tender offer and consent solicitation are being made solely on the terms and subject to the conditions set forth in the Joint Notice of Change of Control and Offers to Purchase and Consent Solicitation Statement dated April 3, 2009 and the related Letter of Transmittal, as amended and supplemented by this press release and the Company's press release dated April 15, 2009 (collectively, the "Offer Documents"). The Purchaser reserves the right to amend, extend or, subject to certain conditions, terminate the tender offer and consent solicitation at any time.

The Purchaser has retained Mizuho Securities USA Inc. to act as dealer manager and solicitation agent for the tender offer and consent solicitation. Questions regarding the Purchaser's tender offer and consent solicitation as well as related documentation may be directed to D. F. King & Co., Inc., which is acting as information agent for the tender offer and consent solicitation, at (800) 290-6429 (toll free).

MET's previously announced separate change of control offer remains open and will expire on Thursday, May 7, 2009, unless extended or earlier terminated. The consideration offered for any Notes tendered in the change of control offer is less than the consideration offered for any Notes tendered in the concurrent tender offer and consent solicitation referred to above. Notes may be tendered in the tender offer and consent solicitation or in the change of control offer, but not both.

Questions regarding MET's separate change of control offer may be directed to MET at: MaruEnergy Trinidad, LLC (f/k/a Mirant Trinidad Investments, LLC), c/o MaruEnergy Caribbean, Ltd., 1165 Northchase Parkway, Suite 195, Marietta, Georgia 30067 or by telephone at (678) 905-6678.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The tender offer and consent solicitation and the change of control offer are being made solely by the Offer Documents.

Contact Information

  • D. F. King & Co., Inc.
    (800) 290-6429 (toll free)

    MaruEnergy Trinidad, LLC
    (678) 905-6678