US$175,000,000
EGE Haina Finance Company
(an exempted company incorporated under the laws of the Cayman Islands)
9.50% Senior Notes due 2017
Unconditionally and Irrevocably Guaranteed by
EMPRESA GENERADORA DE ELECTRICIDAD HAINA, S.A. (a corporation (sociedad anonima) π organized under the laws of the Dominican Republic) The 9.50% Senior Notes due 2017, or the Notes, are being offered, or the offering, by EGE Haina Finance Company, an exempted company incorporated with limited liability under the laws of the Cayman Islands, or Haina Finance, a newly formed entity incorporated solely to issue the Notes and a wholly owned subsidiary of Empresa Generadora de Electricidad Haina, S.A., or EGE Haina, a corporation (sociedad anonima) π organized under the laws of the Dominican Republic. Haina Finance will not engage in any business activity other than complying with its obligations under the Notes. EGE Haina will unconditionally and irrevocably guarantee the Notes, referred to herein as the Guaranty. The Notes will be the senior obligations of Haina Finance and the Guaranty will be the unsecured, senior obligation of EGE Haina. EGE Haina is sometimes referred to in this offering memorandum as the Guarantor. Haina Finance will establish with Deutsche Bank Trust Company Americas, the trustee for the Notes, or the Trustee, an interest reserve account, or the Interest Reserve Account, as security for the Notes. Haina Finance will be required to maintain at all times an amount on deposit in the Interest Reserve Account (or letters of credit or certain temporary cash investments having an aggregate face amount) equal to the interest payable on the Notes on the immediately following interest payment date for the Notes. It is a condition to the issuance of the Notes that the Notes be rated at least ""B (stable outlook)'' by Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc., or S&P, and ""B¿ (stable outlook)'' by Fitch, Inc., or Fitch. A rating is not a recommendation to buy, sell or hold a Note and is subject to revision or withdrawal in the future by S&P or Fitch. Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to trade them on the Euro MTF Market of such exchange. Notes eligible for resale under Rule 144A of the U.S. Securities Act of 1933, as amended, or the Securities Act, are expected to be designated for trading in the PORTAL Market of the National Association of Securities Dealers, Inc.
Investing in the Notes involves risks. See ""Risk Factors'' beginning on page 13 for a description of specified factors relating to an investment in the Notes. Neither the Notes nor the Guaranty have been or will be registered under the Securities Act or any state securities laws. The Notes are being offered and sold (i) in the United States of America only to qualified institutional buyers in reliance on Rule 144A of the Securities Act and (ii) outside of the United States of America in reliance on Regulation S of the Securities Act. See ""Notice to Investors.'' Price: 100% plus accrued interest, if any, from April 26, 2007. The Notes are being offered for sale by Barclays Capital Inc. and Deutsche Bank Securities, Inc., or together, the Initial Purchasers, subject to their acceptance and right to reject orders in whole or in part. It is expected that delivery of the Notes will be made in book-entry form only through the facilities of The Depository Trust Company, or DTC, in New York, New York, including for the account of Euroclear Bank S.A./N.V., as operator of the Euroclear System, or Euroclear, and Clearstream Banking, societ π eπ anonyme, or Clearstream Luxembourg, on April 26, 2007.
April 19, 2007