SOURCE: Marubeni Caribbean Power Holdings, Inc.

August 23, 2007 08:00 ET

Tender Offer and Consent Solicitation for 7.017% Notes Due 2016 of Mirant Trinidad Investments LLC by Marubeni Power (Cayman Islands) Finance Ltd.

ATLANTA, GA--(Marketwire - August 23, 2007) - Marubeni Caribbean Power Holdings, Inc. (the "Company") announced today the commencement on August 22 of a cash tender offer for any and all of the $100 million aggregate principal amount outstanding of 7.017% Notes due 2016 (the "Notes") issued by Mirant Trinidad Investments, LLC ("MTI"). The Company acquired MTI on August 8, 2007.

In conjunction with the tender offer, consents are being solicited to effect certain amendments to the indenture governing the Notes.

The tender offer and consent solicitation are being made by Marubeni Power (Cayman Islands) Finance Ltd., a limited purpose entity and a subsidiary of the Company formed for this purpose (the "Purchaser").

The tender offer will expire at 12:00 midnight, New York City time, on Wednesday, September 19, 2007, unless extended or earlier terminated (the "Tender Expiration Date"). The consent solicitation will expire at 5:00 pm, New York City time, on Wednesday, September 5, 2007, unless extended or earlier terminated (the "Consent Date"). Holders tendering their Notes will be required to consent to certain proposed amendments to the indenture governing the Notes, which will eliminate certain restrictive covenants and events of default and modify the provisions of the indenture. Holders may not tender their Notes without delivering consents or deliver consents without tendering their Notes.

Tendering holders who validly tender and deliver consents on or prior to the Consent Date will receive the total consideration of $1,012.50 per $1,000 principal amount of Notes, which includes a consent payment of $1.25 per $1,000 principal amount. The Purchaser expects to pay the total consideration for Notes validly tendered on or prior to the Consent Date and accepted for purchase promptly following the Consent Date. Holders who validly tender their Notes after the Consent Date and prior to the Tender Expiration Date are not entitled to the consent payment, and will receive as payment for their Notes the total consideration minus the consent payment, or $1,011.25 per $1,000 principal amount of Notes. The Purchaser expects to make payment on Notes validly tendered after the Consent Date and prior to the Tender Expiration Date and accepted for purchase promptly following the Tender Expiration Date. Holders who validly tender their Notes will also be paid accrued and unpaid interest up to, but not including, the applicable date of payment for the Notes.

The Purchaser intends to finance the tender offer and consent solicitation with proceeds from a new $110 million credit facility that it has entered into with a group of lenders. The availability of that financing is one of the conditions to the tender offer and consent solicitation. The terms and conditions of the tender offer and consent solicitation, including the Purchaser's obligation to accept the Notes tendered and pay the purchase price and consent payments, are set forth in the Joint Notice of Change of Control and Offers to Purchase and Consent Solicitation Statement, dated August 22, 2007 (the "Statement") of the Purchaser and MTI. The Purchaser and MTI may amend, extend or, subject to certain conditions, terminate the offers and consent solicitation at any time.

In addition to the Purchaser's tender offer and consent solicitation, MTI is making a separate change of control offer to purchase any and all outstanding Notes, as required by the Indenture for the Notes, at a purchase price of 101% of the principal amount thereof (the "Change of Control Purchase Price"), plus accrued and unpaid interest to, but not including, the purchase date. The change of control offer will expire on Monday, September 24, 2007 unless extended or earlier terminated by MTI. Tendering holders who validly tender Notes in the change of control offer that are accepted for payment will receive the Change of Control Payment plus accrued and unpaid interest up to, but not including, the date of payment of the Notes promptly following the Change of Control Expiration Date.

The Purchaser has engaged ABN AMRO Incorporated, Calyon Securities (USA) Inc., ING Financial Markets LLC and Mizuho Securities USA Inc. to act as the Dealer Managers and Solicitation Agents in connection with 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., the information agent for the tender offer and consent solicitation, at (800) 290-6429 (toll free).

Questions regarding MTI's separate change of control offer may be directed to MTI at: Mirant Trinidad Investments, LLC, c/o Marubeni Caribbean Power Holdings, Inc., 1165 Northchase Parkway, Suite 195, Marietta, GA and 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 Statement.

Contact Information

  • Contact:
    Marubeni Caribbean Power Holdings, Inc.
    (678) 905-6678
    Email Contact