AKRON, Ohio, March 1, 2013 /PRNewswire/ -- FirstEnergy Corp. (NYSE: FE) today announced that the financing condition related to the previously announced tender offers by FirstEnergy Solutions Corp. ("FES") and Allegheny Energy Supply Company, LLC ("AE Supply" and together with FES, the "Companies") to purchase for cash any and all outstanding 5.75% Notes due 2019 issued by AE Supply, any and all outstanding 6.75% Notes due 2039 issued by AE Supply, any and all outstanding 6.80% Senior Notes due 2039 issued by FES (each of the foregoing an "Any and All Offer"), and up to the Maximum Tender Amount (as defined below) of the 6.05% Senior Notes due 2021 (the "6.05% Notes" and, collectively with each series of notes subject to the Any and All Offers, the "Notes") issued by FES (the "Maximum Tender Offer"), has been satisfied byFirstEnergy's entry into an agreement earlier today to issue and sell $1.5 billionaggregate principal amount of its senior unsecured notes (the "FirstEnergy Notes") in a registered public offering. As previously disclosed, FirstEnergy and the Companies intend to use the proceeds from the FirstEnergy Notes and/or borrowings by FES and AE Supply from the intercompany money pool among FirstEnergy's unregulated subsidiaries to fund the consideration to be paid in respect of the Any and All Offers and the Maximum Tender Offer.
The Maximum Tender Offer is subject to an aggregate purchase limit of $1,080,000,000in aggregate principal amount of 6.05% Notes less the aggregate principal amount of Notes purchased in the Any and All Offers (the "Maximum Tender Amount"). The Any and All Offers will expire at 5:00 p.m., Eastern Daylight Time, on March 13, 2013 and the Maximum Tender Offer will expire on 11:59 p.m., Eastern Daylight Time, on March 27, 2013, in each case unless extended or earlier terminated by the Companies on the terms set forth in the Offer to Purchase.
The tender offers are being made pursuant to the Offer to Purchase and related Letter of Transmittal, each dated February 28, 2013, which set forth a more detailed description of the tender offers.
Information relating to the Offers
In connection with the tender offers, FES and AE Supply have retained Goldman, Sachs & Co., Morgan Stanley & Co. LLC, BNP Paribas Securities Corp., KeyBanc Capital Markets Inc., Santander Investment Securities Inc. and Scotia Capital (USA) Inc. to serve as Dealer Managers for the tender offers. Bondholder Communications Group, LLChas been retained to serve as the Information and Tender Agent for the tender offers.
For additional information regarding the terms of the tender offers, please contact: Goldman, Sachs & Co. at 800-828-3182 (toll free) or 212-902-5183 (collect) or Morgan Stanley at 800-624-1808 (toll free) or 212-761-1057 (collect). Requests for documents and questions regarding the tender of Notes may be directed to the Information and Tender Agent at 888-385-2663 (toll free) or 212-809-2663 (collect).
The respective obligations of FES and AE Supply to accept any Notes tendered and to pay the applicable consideration for them are set forth solely in the Offer to Purchase and related Letter of Transmittal. None of the Companies, FirstEnergy, the Dealer Managers or the Information and Tender Agent is making any recommendations to holders of Notes as to whether to tender or refrain from tendering their Notes in the tender offers. Holders of Notes must decide how many Notes they will tender, if any.
This news release is not an offer to purchase or a solicitation of an offer to sell any securities. FES or AE Supply may, subject to applicable law, amend, extend or terminate the tender offers. Each tender offer is being made only pursuant to the Offer to Purchase and related Letter of Transmittal that the Companies are distributing to holders of the Notes. The tender offers are not being made in any jurisdiction in which such tender offers, solicitation or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the tender offers are required to be made by a licensed broker or dealer, they shall be deemed to be made by the Dealer Managers on behalf of the Companies.
Information relating to the FirstEnergy Notes
A registration statement relating to the FirstEnergy Notes has been filed, and became effective upon filing, with the U.S. Securities and Exchange Commission. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any FirstEnergy Notes nor shall there be any sales of any FirstEnergy Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. The offering of FirstEnergy Notes may be made only by means of a prospectus supplement and accompanying prospectus forming part of the effective registration statement. Copies of the prospectus supplement and the accompanying prospectus, when available, can be obtained from: J.P. Morgan Securities LLC by calling collect at 1-212-834-4533, Morgan Stanley & Co. LLC by calling toll-free at 1-866-718-1649 or RBS Securities Inc. by calling toll-free at 1-866-884-2071.
FirstEnergy is a diversified energy company dedicated to safety, reliability and operational excellence. Its 10 electric distribution companies form one of the nation's largest investor-owned electric systems, serving customers in
Maryland,
Ohio,
Pennsylvania,
New Jersey,
New York and
West Virginia. Its generation subsidiaries control more than 20,000 megawatts of capacity from a diversified mix of scrubbed coal, non-emitting nuclear, natural gas, hydro, pumped-storage hydro and other renewables. Follow
FirstEnergy on Twitter
@FirstEnergyCorp.
No comments:
Post a Comment
Note: Only a member of this blog may post a comment.