FirstEnergy Announces Expiration of the Cash Tender Offer for FirstEnergy Solutions Corp.'s 6.05% Senior Notes Due 2021
AKRON, Ohio, March 28, 2013 /PRNewswire/ -- FirstEnergy Corp. (NYSE: FE) today announced the expiration of the previously announced cash tender offer (the "Offer") for the 6.05% Senior Notes due 2021 (the "Notes") issued by FirstEnergy Solutions Corp. ("FES") pursuant to the Offer to Purchase, dated February 28, 2013. The Offer expired at 11:59 p.m., EDT, on March 27, 2013 (such time and date, the "Expiration Date"). According to information provided by Bondholder Communications Group, LLC, the Information and Tender Agent, for the Offer, as of the Expiration Date, the aggregate principal amount of the Notes validly tendered and not validly withdrawn pursuant to the Offer was $252,695,000, comprising 43.2% of the Notes outstanding. All Notes validly tendered and not validly withdrawn in the Offer prior to the Expiration Date have been accepted for purchase. FES expects to make payment for the Notes in same-day funds today, March 28, 2013.
Holders of Notes that validly tendered and did not validly withdraw their Notes by 5:00 p.m., EDT, on March 13, 2013 (the "Early Tender Date"), and whose Notes were accepted for purchase are entitled to receive the previously announced Total Consideration of $1,189.71 per $1,000 principal amount of Notes, plus accrued and unpaid interest to, but excluding the date of settlement. Holders of Notes that validly tendered their notes after the Early Tender Date and on or before the Expiration Date, and whose Notes were accepted for purchase, are entitled to receive the previously announced Tender Offer Consideration of $1,139.71 per $1,000 principal amount of Notes, plus accrued and unpaid interest up to, but excluding, the date of settlement.
Information Relating to the Offer
FirstEnergy retained Goldman Sachs & Co. and Morgan Stanley & Co. LLC to serve as Lead Dealer Managers for the Offer 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 Offer. Bondholder Communications Group, LLC served as the Information and Tender Agent for the Offer.
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). 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 obligations of FES 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. This news release is not an offer to purchase or a solicitation of an offer to sell any securities.
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 FES 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 FES 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.
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