FirstEnergy Announces Commencement of Consent Solicitations
AKRON, Ohio, Jan. 17, 2012 /PRNewswire/ — FirstEnergy Corp. (NYSE: FE), announced today that its subsidiaries, FirstEnergy Generation Corp. (FGCO) and FirstEnergy Nuclear Generation Corp. (NGC) are soliciting consents from the registered holders of certain outstanding tax-exempt revenue bonds to proposed amendments that would modify certain covenants contained in financing documents entered into in connection with these bonds. A full list of the affected bonds is included at the end of this news release. FGCO and NGC are offering to pay holders as of the January 13, 2012, record date who validly deliver, and do not revoke, their consent before the consent solicitations expires, a payment of $1.25 per $1,000 in principal amount of bonds, subject to satisfaction or waiver of the conditions described in the consent solicitations statements.
The proposed amendments would modify the covenants that require FGCO and NGC to maintain their “corporate existence” to covenants to maintain their “existence.” The companies are seeking the proposed amendments in order to pursue a conversion from Ohio corporations to Ohio limited liability companies. This conversion is expected to better align the tax status of the companies with their direct parent, FirstEnergy Solutions Corp. (FES), with the manner in which their competitive business is viewed for operational and financial reporting purposes. The companies expressly reserve the right to terminate the consent solicitations in respect of any series of bonds for any reason on or prior to the expiration date. The consent solicitations will expire on February 7, 2012, at 5 p.m. EST, unless terminated or extended by either company in its sole discretion with respect to each and any series of bonds.
Bondholder Communications Group, LLC serves as information and tabulation agent for the consent solicitations. Requests for copies of the consent solicitation statements and other documents should be directed to Bondholder Communications at (888) 385-2663 (U.S. toll-free), (212) 809-2663 (collect), firstname.lastname@example.org or holders of the Bonds may go directly to www.bondcom.com/firstenergy for these documents. Questions regarding the terms of the consent solicitations may be directed to Morgan Stanley & Co. LLC, the solicitation agent for the consent solicitations at (212) 762-8290.
This press release does not constitute a solicitation of consents to the proposed amendments in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable securities or “blue sky” laws.
FirstEnergy is a diversified energy company dedicated to safety, reliability and operational excellence. Its 10 electric distribution companies comprise the nation’s largest investor-owned electric system. Its diverse generating fleet features non-emitting nuclear, scrubbed baseload coal, natural gas, and pumped-storage hydro and other renewables, and has a total generating capacity of nearly 23,000 megawatts.
CUSIP No. Bonds --------- ----- Beaver County Industrial Development Authority 074876GX5 $72,650,000 Beaver County Industrial Development Authority Pollution Control Revenue Refunding Bonds, Series 2005-A (FirstEnergy Nuclear Generation Corp. Project) Ohio Air Quality Development Authority 677525TZ0 $7,200,000 Ohio Air Quality Development Authority State of Ohio Pollution Control Revenue Refunding Bonds Series 2005-B (FirstEnergy Nuclear Generation Corp. Project) 677525TW7 $234,520,000 Ohio Air Quality Development Authority State of Ohio Pollution Control Revenue Refunding Bonds, Series 2006-A (FirstEnergy Generation Corp. Project) 677525SX6 $23,000,000 Ohio Air Quality Development Authority State of Ohio Pollution Control Revenue Refunding Bonds Series 2008-C (FirstEnergy Nuclear Generation Corp. Project) 677525TK3 $177,000,000 Ohio Air Quality Development Authority State of Ohio Air Quality Development Revenue Bonds, Series 2009-A (FirstEnergy Generation Corp. Project) 677525TC1 $50,000,000 Ohio Air Quality Development Authority State of Ohio Pollution Control Revenue Refunding Bonds, Series 2009-A (FirstEnergy Generation Corp. Project) 677525TE7 $62,500,000 Ohio Air Quality Development Authority State of Ohio Pollution Control Revenue Refunding Bonds, Series 2009-A (FirstEnergy Nuclear Generation Corp. Project) 677525TF4 $141,260,000 Ohio Air Quality Development Authority State of Ohio Pollution Control Revenue Refunding Bonds, Series 2009-C (FirstEnergy Generation Corp. Project) 677525TG2 $100,000,000 Ohio Air Quality Development Authority State of Ohio Pollution Control Revenue Refunding Bonds, Series 2009-D (FirstEnergy Generation Corp. Project) 677525TY3 $8,000,000 Ohio Air Quality Development Authority State of Ohio Pollution Control Revenue Refunding Bonds, Series 2010-A (FirstEnergy Nuclear Generation Corp. Project) Ohio Water Development Authority 677660TU6 $82,800,000 Ohio Water Development Authority State of Ohio Pollution Control Revenue Refunding Bonds Series 2005-B (FirstEnergy Nuclear Generation Corp. Project) 677660TM4 $33,000,000 Ohio Water Development Authority State of Ohio Pollution Control Revenue Refunding Bonds Series 2008-C (FirstEnergy Nuclear Generation Corp. Project) 677660TN2 $6,450,000 Ohio Water Development Authority State of Ohio Pollution Control Revenue Refunding Bonds Series 2009-A (FirstEnergy Generation Corp. Project) 677660TP7 $107,500,000 Ohio Water Development Authority State of Ohio Pollution Control Revenue Refunding Bonds Series 2009-A (FirstEnergy Nuclear Generation Corp. Project) 677660TV4 $99,100,000 Ohio Water Development Authority State of Ohio Pollution Control Revenue Refunding Bonds Series 2010-A (FirstEnergy Nuclear Generation Corp. Project)
Forward-Looking Statements: This news release includes forward-looking statements based on information currently available to management. Such statements are subject to certain risks and uncertainties. These statements include declarations regarding management’s intents, beliefs and current expectations. These statements typically contain, but are not limited to, the terms “anticipate,” “potential,” “expect,” “believe,” “estimate” and similar words. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Actual results may differ materially due to: the speed and nature of increased competition in the electric utility industry, the impact of the regulatory process on the pending matters in the various states in which we do business including, but not limited to, matters related to rates, the status of the PATH project in light of PJM’s direction to suspend work on the project pending review of its planning process, its re-evaluation of the need for the project and the uncertainty of the timing and amounts of any related capital expenditures, business and regulatory impacts from ATSI’s realignment into PJM Interconnection, L.L.C., economic or weather conditions affecting future sales and margins, changes in markets for energy services, changing energy and commodity market prices and availability, financial derivative reforms that could increase our liquidity needs and collateral costs, the continued ability of FirstEnergy’s regulated utilities to collect transition and other costs, operation and maintenance costs being higher than anticipated, other legislative and regulatory changes, and revised environmental requirements, including possible GHG emission, water intake and coal combustion residual regulations, the potential impacts of the Cross-State Air Pollution Rule (CSAPR) and the effects of the EPA’s recently released MATS rules to establish mercury emission standards and other emission standards for electric generating units, the uncertainty of the timing and amounts of the capital expenditures that may arise in connection with any NSR litigation or potential regulatory initiatives or rulemakings (including that such expenditures could result in our decision to shut down or idle certain generating units), adverse regulatory or legal decisions and outcomes with respect to our nuclear operations (including, but not limited to, the revocation or non-renewal of necessary licenses, approvals or operating permits by the NRC, including as a result of the incident at Japan’s Fukushima Daiichi Nuclear Plant), issues that could result from our continuing investigation and analysis of the indications of cracking in the plant shield building at Davis-Besse, adverse legal decisions and outcomes related to Met-Ed’s and Penelec’s ability to recover certain transmission costs through their transmission service charge riders, the continuing availability of generating units and changes in their ability to operate at or near full capacity, replacement power costs being higher than anticipated or inadequately hedged, the ability to comply with applicable state and federal reliability standards and energy efficiency mandates, changes in customers’ demand for power, including but not limited to, changes resulting from the implementation of state and federal energy efficiency mandates, the ability to accomplish or realize anticipated benefits from strategic goals and our ability to improve electric commodity margins and the impact of, among other factors, the increased cost of coal and coal transportation on such margins, the ability to experience growth in the distribution business, the changing market conditions that could affect the value of assets held in FirstEnergy’s nuclear decommissioning trusts, pension trusts and other trust funds, and cause FirstEnergy to make additional contributions sooner, or in amounts that are larger than currently anticipated, the ability to access the public securities and other capital and credit markets in accordance with FirstEnergy’s financing plan, the cost of such capital and overall condition of the capital and credit markets affecting FirstEnergy and its subsidiaries, changes in general economic conditions affecting FirstEnergy and its subsidiaries, interest rates and any actions taken by credit rating agencies that could negatively affect FirstEnergy’s and its subsidiaries’ access to financing or their costs and increase requirements to post additional collateral to support outstanding commodity positions, LOCs and other financial guarantees, the continuing uncertainty of the national and regional economy and its impact on the major industrial and commercial customers of FirstEnergy’s subsidiaries, issues concerning the soundness of financial institutions and counterparties with which FirstEnergy and its subsidiaries do business, issues arising from the recently completed merger of FirstEnergy and Allegheny Energy, Inc. and the ongoing coordination of their combined operations including FirstEnergy’s ability to maintain relationships with customers, employees or suppliers, as well as the ability to successfully integrate the businesses and realize cost savings and any other synergies and the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect, the risks and other factors discussed from time to time in FirstEnergy’s and its applicable subsidiaries’ SEC filings, and other similar factors. The foregoing review of factors should not be construed as exhaustive. New factors emerge from time to time, and it is not possible for management to predict all such factors, nor assess the impact of any such factor on FirstEnergy’s business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements. FirstEnergy expressly disclaims any current intention to update any forward-looking statements contained herein as a result of new information, future events or otherwise.
SOURCE FirstEnergy Corp.