LUXEMBOURG, March 13, 2026 /PRNewswire/ — Tierra Mojada Luxembourg II S.à r.l. (f/k/a FEL Energy VI S.à r.l.) (“Company,” “we,” “us,” or “our”) announced today that it has received the necessary consents under (a) the previously announced consent solicitation (the “Consent Solicitation”) from the holders of its 5.750% Senior Secured Notes due 2040 (the “Notes”), with respect to the Proposed CSA Amendments (as defined below); and (b) the solicitation of written consents from the lenders (the “Lenders”) under that certain amended and restated credit agreement dated as of September 4, 2024, among Ciclo Combinado Tierra Mojada, S. de R.L. de C.V. (“Tierra Mojada”), as borrower, the Guarantors party thereto, Scotiabank Inverlat, S.A. Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat (“Scotiabank”) and the Lender Parties listed therein (the “Credit Agreement”), required collectively to approve certain proposed amendments to that certain contractual service agreement dated as of May 8, 2017 by and among Tierra Mojada and GE Vernova Global Services GmbH (f/k/a General Electric Global Services GmbH) (the “CSA Provider”) (the “Contractual Service Agreement”) that will allow Tierra Mojada to install a MeeFog Wet Compression System on either or both of the GE 7HA.02 gas turbines installed in its 874.5 MW CCGT power plant located in Zapotlanejo, Jalisco, Mexico. The proposed amendments consist of amendments to, among other sections, Liability, Inspect Only Components, Warranty, Maintenance, Performance Guarantees, Outage Duration Guarantees and Suspension Rights (the “Proposed CSA Amendments”).
In order to effect the Proposed CSA Amendments (described in more detail in the Consent Solicitation Statement), the Company will enter into an amendment to the Contractual Service Agreement (the “Amended Agreement”).
The adoption of the Proposed CSA Amendments requires the prior written approval of the holders of the Notes and the Lenders (collectively, the “Senior Debtholders”) whose share, as of the date of calculation, is more than 50% of the sum (the “Requisite Consents”) (calculated without duplication) of the following: (a) the aggregate outstanding principal amount of Loans (as defined in the Indenture), unreimbursed LC Disbursements (as defined in the Indenture), the aggregate available undrawn amount of the Letters of Credit (as defined in the Indenture) and the available undrawn commitments under the Credit Agreement; and (b) the aggregate outstanding principal amount of the Notes (the “Combined Exposure”).
On March 3, 2026, by means of the executed consent under the Amended and Restated Credit Agreement (the “Lender Consent Agreement”) among Tierra Mojada, the Guarantors under the Credit Agreement, Scotiabank and each Lender party thereto, the Company received consents from all Lenders representing U.S.$200,000,000 of the aggregate outstanding principal of the loans under the Credit Agreement or 22.42% of the Combined Exposure to the adoption of the Proposed CSA Amendments. As of 5:00 p.m., New York City time, on March 13, 2026 (the “Expiration Time”), the Company was advised by the Information & Tabulation Agent that it has received consents from holders of the Notes representing U.S.$573,966,028.14 of the aggregate principal amount of the Notes then outstanding (not including any Notes that are owned by us or any of our affiliates) or 64.35% of the Combined Exposure to the adoption of the Proposed CSA Amendments. As a result, the Company has received the Requisite Consents representing 86.77% of the Combined Exposure.
The revocation deadline for the Consent Solicitation has passed and therefore consents that have been validly delivered cannot be revoked. As a result, the Amended Agreement has been executed and delivered on the date hereof by us to the CSA Provider. The Proposed CSA Amendments will become operative only upon payment of the Consent Fee (as described below).
The Company will make a payment, in cash, to the Holders who validly delivered (and did not validly revoked) their consents to the Proposed CSA Amendments at or prior to the Expiration Time, within five business days of the Expiration Time, of U.S.$1.00 per U.S.$1,000 original principal amount of Notes (the “Consent Fee”) multiplied by the scaling factor of 84.34190%; provided that the Amended Agreement has been executed and delivered by Tierra Mojada and the CSA Provider. Holders who delivered their Consents after the Effective Time but prior to the Expiration Time are eligible to receive the Consent Fee. Holders of Notes for which no consent was delivered will not receive the Consent Fee, even though the Proposed CSA Amendments, once operative with respect to the Notes, will bind all Holders of such Notes and their transferees.
Any questions regarding the payment of the Consent Fee should be directed to the Information & Tabulation Agent, at its telephone number (855) 654-2014 (toll free) or (212) 430-3774 (banks and brokers) or email contact@gbsc-usa.com. Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc. acted as solicitation agents in connection with the Consent Solicitation.
No Offer or Solicitation
This press release is for informational purposes only and the Consent Solicitation is only being made pursuant to the terms of, and subject to the conditions specified in, the Consent Solicitation Statement. The Consent Solicitation was not made to, and consents were not solicited from, holders of Notes in any jurisdiction in which it was unlawful to make such Consent Solicitation or grant such consent. None of the Company, the Indenture Trustee, the Solicitation Agents or the Information & Tabulation Agent makes, or has made, any recommendation as to whether or not holders should deliver consents. Each holder was advised to make its own decision as to whether or not to deliver consents. This communication does not constitute an offer to buy or the solicitation of an offer to sell any securities. This communication also is not a solicitation of consents to the Proposed CSA Amendments (including, for the avoidance of doubt, the Amended Agreement). The securities described in the Consent Solicitation Statement 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 absent registration or an applicable exemption from the registration requirements of the Securities Act.
Cautionary Note Regarding Forward-Looking Statements
This statement contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that we believe, expect or anticipate will or may occur in the future (including, without limitation, statements regarding the timing and terms of the Consent Solicitation and various matters related to our plans and objectives) are forward-looking statements. These forward-looking statements reflect our current expectations or beliefs based on information currently available to us. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, us. Additional factors are detailed in the Consent Solicitation Statement.
Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable law, we disclaim any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although we believe that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements.
Media Contact:
investor.relations@saavienergia.com
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