FirstEnergy Announces Cash Tender Offers For Up To $1.08B of: FirstEnergy Solution's 6.80% Senior Notes Due 2039 and 6.05% Senior Notes Due 2021 and Allegheny Energy Supply Company's 6.75% Notes Due 2039 and 5.75% Notes Due 2019
FirstEnergy (NYSE: FE) today announced the commencement of 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 Maximum Tender Offer is subject to an aggregate purchase limit of $1,080,000,000 in 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"). If all Notes subject to the Any and All Offers are validly tendered and accepted for purchase, no 6.05% Notes will be purchased pursuant to the Maximum Tender Offer. If completed, the Offers will be funded with proceeds from FirstEnergy's incurrence of additional long-term debt and/or borrowings by FES and AE Supply from the intercompany money pool among FirstEnergy's unregulated subsidiaries. The purpose of the tender offers is to strengthen the balance sheets of FES and AE Supply.
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 at 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 following table summarizes the pricing terms for the tender offer:
Issuer(1) CUSIP Numbers Title of Security Principal
Outstanding Reference U.S.
Treasury Security Bloomberg
(3) Early Tender
Premium(3) Offers for Notes Listed Below: Any and All Offers AE Supply 017363AK8/U01668AD1
5.75% Notes due 2019 $350,000,000 0.875% due 1/31/2018 BBT1 + 225 $1,162.95 N/A AE Supply 017363AM4/U01668AE9
6.75% Notes due 2039 $250,000,000 2.75% due 11/15/2042 BBT1 + 255 $1,151.73 N/A FES 33766JAF0/33766JAE3 6.80% Senior Notes due 2039 $480,000,000 2.75% due 11/15/2042 BBT1 + 235 $1,189.23 N/A Offer for Notes Listed Below: Maximum Tender Offer FES 33766JAD5/33766JAC7/ U3198TAB5 6.05% Senior Notes due 2021 $585,000,000 2.00% due 2/15/2023 BBT1 + 140 $1,201.33 $50
(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) This is the Bloomberg Reference Page to be used to spot the Reference U.S. Treasury Security as of the applicable price determination date. (3) Per $1,000 principal amount of Notes accepted for purchase. The total consideration for each $1,000 principal amount of Notes validly tendered and accepted for payment pursuant to the Offers will be determined by the Lead Dealer Managers for the Offers in the manner described in the Offer to Purchase by reference to a fixed spread specified for each series of Notes over the reference yield based on the bid side price of the Reference U.S. Treasury Security specified in the table above on the price determination date.
Holders subject to the Maximum Tender Offer must validly tender and not validly withdraw their 6.05% Notes at or before 5:00 p.m., Eastern Daylight Time, on March 13, 2013, unless extended, to be eligible to receive the total consideration which includes, for the Maximum Tender Offer only, the early tender premium. Holders subject to the Maximum Tender Offer who validly tender and do not validly withdraw their 6.05% Notes after such time and at or before 11:59 p.m., Eastern Daylight Time, on March 27, 2013, unless extended or earlier terminated, will be eligible to receive the tender offer consideration, which is the total consideration minus the early tender premium.
The respective obligations of FES and AE Supply to accept for purchase and to pay the applicable consideration for Notes validly tendered pursuant to the Offers is conditioned upon satisfaction or waiver of certain financing and other conditions. These include FirstEnergy entering into an agreement for the sale of additional long-term debt in an amount and with terms satisfactory to FirstEnergy. The Offers are not conditioned upon any minimum principal amount of Notes being tendered.
Tendered Notes may be withdrawn at any time before 5:00 p.m., Eastern Daylight Time, on March 13, 2013, subject to certain conditions.
The "total consideration" for each $1,000 principal amount of Notes validly tendered and accepted for payment pursuant to the Offers will be determined in the manner described in the Offer to Purchase by reference to a fixed spread specified for each series over the yield based on the bid side price of the U.S. Treasury Security specified in the table above, as calculated by Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as the Lead Dealer Managers, at 2:00 p.m., Eastern Daylight Time, on March 13, 2013. Payments for Notes purchased also will include accrued and unpaid interest thereon to, but excluding, the applicable settlement date.
The settlement date for each Offer is expected to be one business day following the expiration of the applicable Offer.
Information Relating to the Offers
FirstEnergy has retained Goldman Sachs & Co., Morgan Stanley & Co. LLC, BNP Paribas Securities Corp., KeyBanc Capital Markets Inc., Santander and Scotia Capital (USA) Inc. to serve as 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 Offer, 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 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 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 are distributing 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 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 @FirstEnergy Corp.
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