FirstEnergy Announces Total Consideration for Subsidiary Debt Tender Offers
AKRON, Ohio, March 13, 2013 /PRNewswire/ — FirstEnergy Corp. (NYSE: FE) today announced the reference yield and the total consideration for each series of notes subject to the previously announced cash tender offers for up to $1,080,000,000 in aggregate principal amount of the respective debt securities listed in the table below (the “Notes”) of FirstEnergy’s subsidiaries, FirstEnergy Solutions Corp. (“FES”) and Allegheny Energy Supply Company, LLC (“AE Supply” and together with FES, the “Companies”).
The tender offers consist of four separate offers (each an “Offer,” and collectively, the “Offers”) on the terms set forth in the Offer to Purchase and related Letter of Transmittal, each dated February 28, 2013, with one Offer to purchase any and all outstanding 5.75% Notes due 2019 issued by AE Supply, a second Offer to purchase any and all outstanding 6.75% Notes due 2039 issued by AE Supply, a third Offer to purchase any and all outstanding 6.80% Senior Notes due 2039 issued by FES (each of the foregoing an “Any and All Offer”), and a fourth Offer to purchase up to the Maximum Tender Amount (as defined below) of the 6.05% Senior Notes due 2021 (the “6.05% Notes”) issued by FES (the “Maximum Tender Offer”). Each Company is offering to purchase only those Notes issued by it.
The total consideration per $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Offers was determined in the manner described in the Offer to Purchase by reference to a fixed spread specified for the series over the yield based on the bid side price of the Reference U.S. Treasury Security specified in the table below. Holders who validly tender their Notes will also receive accrued and unpaid interest thereon up to, but excluding, the date of payment of the applicable consideration for such Notes accepted for purchase.
Issuer(1) CUSIP Title of Principal Amount Outstanding Reference U.S. Treasury Reference Yield Fixed Spread (basis Expected Settlement Total Numbers Security Security points) Date Consideration(2) --- --- --- --- ---- ---- ---------------- Offers for Notes Listed Below: Any and All Offers AE Supply 017363AK8/ 5.75% Notes due 2019 $350,000,000 0.875% due 1/31/2018 0.864% +225 March 14, 2013 $1,155.84 U01668AD1 AE Supply 017363AM4/ 6.75% Notes due 2039 $250,000,000 2.75% due 11/15/2042 3.236% +255 March 14, 2013 $1,129.97 U01668AE9 FES 33766JAF0/33766JAE3 6.80% Senior Notes due 2039 $480,000,000 2.75% due 11/15/2042 3.236% +235 March 14, 2013 $1,166.57 Offer for Notes Listed Below: Maximum Tender Offer FES 33766JAD5/ 6.05% Senior Notes due 2021 $585,000,000 2.00% due 2/15/2023 2.026% +140 March 28, 2013 $1,189.71(3) 33766JAC7/ U3198TAB5 (1) FES' 6.80% Senior Notes due 2039 and 6.05% Senior Notes due 2021 are guaranteed by its subsidiaries, FirstEnergy Generation, LLC and FirstEnergy Nuclear Generation, LLC, pursuant to certain guaranties entered into in March 2007. (2) Per $1,000 principal amount of Notes accepted for purchase. (3) Includes Early Tender Premium of $50 per 1,000 principal amount of 6.05% Notes accepted for purchase.
The Any and All Offers will expire at 5:00 p.m., EDT today, March 13, 2013 (such date and time, the “Any and All Offer Expiration Date”). Holders subject to the Any and All Offers must validly tender and not validly withdraw their Notes before the Any and All Offer Expiration Date to be eligible to receive the total consideration.
The Maximum Tender Offer is subject to an aggregate purchase limit of $1,080,000,000 in principal amount of Notes less the aggregate principal amount of Notes purchased in the Any and All Offers (the “Maximum Tender Amount”). The Maximum Tender Offer will expire at 11:59 p.m., EDT on March 27, 2013 (such date and time, the “Maximum Tender Offer Expiration Date”). Holders subject to the Maximum Tender Offer must validly tender and not validly withdraw their 6.05% Notes before 5:00 p.m. EDT today, March 13, 2013 (such time and date, the “Early Tender Date”) to be eligible to receive the total consideration, which includes an early tender premium of $50 per $1,000 principal amount of Notes accepted for purchase (the “Early Tender Premium”). Holders subject to the Maximum Tender Offer who validly tender and do not validly withdraw their 6.05% Notes before the Early Tender Date will not be able to withdraw their 6.05% Notes after 5:00 p.m. EDT today, March 13, 2013, unless such date and time is extended or as otherwise permitted by law.
Holders subject to the Maximum Tender Offer who validly tender their 6.05% Notes after the Early Tender Date and before the Maximum Tender Offer Expiration Date will only be eligible to receive an amount equal to the total consideration minus the Early Tender Premium.
The Offers are subject to the satisfaction or waiver of certain conditions, including a financing condition that has previously been satisfied.
Pursuant to the terms of the Offers, Notes not tendered in the Offers will remain outstanding, and the terms and conditions governing the Notes, including the covenants and other provisions contained in the indentures governing the Notes, will remain unchanged. From time to time, FES and AE Supply may acquire Notes that were not tendered in the Offers through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as FES or AE Supply may determine, which may be more or less than the price to be paid pursuant to the Offers and could be for cash or other consideration. Alternatively, FES and AE Supply may, subject to certain conditions, repurchase any or all of the Notes not purchased pursuant to the Offers at any time they are permitted to do so under the respective indentures governing the Notes.
Information Relating to the Offers
FirstEnergy has retained Goldman Sachs & Co. and Morgan Stanley & Co. LLC to serve as Lead Dealer Managers for the Offers and BNP Paribas Securities Corp., KeyBanc Capital Markets Inc., Santander Investment Securities Inc. and Scotia Capital (USA) Inc. to serve as Co-Dealer Managers for the Offers. Bondholder Communications Group, LLC has been retained to serve as the Information and Tender Agent for the Offers.
For additional information regarding the terms of the Offers, please contact: Goldman Sachs 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 such Notes 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 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 Offers. Each Offer is being made only pursuant to the Offer to Purchase and related Letter of Transmittal that the Companies have distributed to holders of the Notes. The Offers are not being made in any jurisdiction in which such 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 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.
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 Ohio, Pennsylvania, New Jersey, West Virginia, Maryland and New York. 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.
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, in general, and the retail sales market in particular, the impact of the regulatory process on the pending matters before FERC and in the various states in which we do business including, but not limited to, matters related to rates and pending rate cases, the uncertainties of various cost recovery and cost allocation issues resulting from ATSI’s realignment into PJM, economic or weather conditions affecting future sales and margins, regulatory outcomes associated with Hurricane Sandy, changing energy, capacity and commodity market prices including, but not limited to, coal, natural gas and oil, and availability and their impact on retail margins, financial derivative reforms that could increase our liquidity needs and collateral costs, the continued ability of our 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 discharge, water intake and coal combustion residual regulations, the potential impacts of CAIR, and any laws, rules or regulations that ultimately replace CAIR, and the effects of the EPA’s MATS rules including our estimated costs of compliance, the uncertainty of the timing and amounts of the capital expenditures that may arise in connection with any litigation, including NSR litigation or potential regulatory initiatives or rulemakings (including that such expenditures could result in our decision to deactivate or idle certain generating units), the uncertainties associated with the deactivation of certain older unscrubbed regulated and competitive fossil units, including the impact on vendor commitments, and the timing thereof as they relate to, among other things, the RMR arrangements and the reliability of the transmission grid, 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 or as a result of the incident at Japan’s Fukushima Daiichi Nuclear Plant), adverse legal decisions and outcomes related to ME’s and PN’s ability to recover certain transmission costs through their TSC riders, the impact of future changes to the operational status or availability of our generating units, the risks and uncertainties associated with litigation, arbitration, mediation and like proceedings, including, but not limited to, any such proceedings related to vendor commitments, replacement power costs being higher than anticipated or inadequately hedged, the ability to comply with applicable state and federal reliability standards and energy efficiency and peak demand reduction mandates, changes in customers’ demand for power, including but not limited to, changes resulting from the implementation of state and federal energy efficiency and peak demand reduction mandates, the ability to accomplish or realize anticipated benefits from strategic and financial goals including, but not limited to, the ability to successfully complete the proposed West Virginia asset transfer and to improve our credit metrics, our ability to improve electric commodity margins and the impact of, among other factors, the increased cost of fuel and fuel transportation on such margins, the ability to experience growth in the Regulated Distribution segment and to continue to successfully implement our direct retail sales strategy in the Competitive Energy Services segment, changing market conditions that could affect the measurement of liabilities and the value of assets held in our NDTs, pension trusts and other trust funds, and cause us and our subsidiaries to make additional contributions sooner, or in amounts that are larger than currently anticipated, the impact of changes to material accounting policies, the ability to access the public securities and other capital and credit markets in accordance with our financing plans, the cost of such capital and overall condition of the capital and credit markets affecting us and our subsidiaries, actions that may be taken by credit rating agencies that could negatively affect us and our subsidiaries’ access to financing, increase the costs thereof, and increase requirements to post additional collateral to support outstanding commodity positions, LOCs and other financial guarantees, changes in national and regional economic conditions affecting us, our subsidiaries and our major industrial and commercial customers, and other counterparties including fuel suppliers, with which we do business, issues concerning the stability of domestic and foreign financial institutions and counterparties with which we do business, the risks and other factors discussed from time to time in our 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 the business of FirstEnergy or the Companies 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 and the Companies expressly disclaim any current intention to update, except as required by law, any forward-looking statements contained herein as a result of new information, future events or otherwise.
SOURCE FirstEnergy Corp.