NEW YORK, May 10, 2016 /PRNewswire/ -- Puget Sound Energy, Inc. ("PSE") announced today that it has commenced a consent solicitation (the "Consent Solicitation") from holders of record at 5:00 p.m., New York City time, on May 9, 2016, of its 6.274% Senior Notes due March 15, 2037 (CUSIP NO. 745332 BX3; ISIN US745332BX3) (the "Notes") to terminate the Replacement Capital Covenant dated June 4, 2007 and PSE's obligations thereunder (the "Replacement Capital Covenant") that was granted by the Company in favor of the holders of the Notes in connection with the issuance of the 6.974% Series A Enhanced Junior Subordinated Notes due 2067 (the "Junior Subordinated Notes"). Termination of the Repayment Capital Covenant requires the consent of the holders of a majority in principal amount of the outstanding Notes (the "Covered Note Consents"). The complete terms and conditions of the consent solicitation are as set forth in PSE's Consent Solicitation Statement dated May 10, 2016, and the related Letter of Consent (together, the "Solicitation Documents"), to be distributed to holders of the Notes for their consideration. Holders are urged to read the Solicitation Documents carefully.
PSE is soliciting consents from holders of the Notes to terminate the Replacement Capital Covenant because it includes restrictions relating to repurchases, redemptions and repayments of the Junior Subordinated Notes.
If the Covered Note Consents are obtained and the other conditions described in the Solicitation Documents are satisfied or waived, the Replacement Capital Covenant will be terminated and such termination will be binding on all holders of the Covered Notes, including those that did not deliver their Consent, and only holders validly delivering their Consent on or prior to the Expiration Time will be eligible to receive the consent fee.
PSE also announced today that it commenced a tender offer (the "Tender Offer") to purchase for cash any and all of the Junior Subordinated Notes and a solicitation of consents for proposed amendments to the related indenture (the "Junior Subordinated Note Indenture"). The proposed amendments to the Junior Subordinated Note Indenture requires the consent of the holders of a majority in principal amount of the outstanding Junior Subordinated Notes (the "Junior Subordinated Note Consents"). The Tender Offer is subject to a number of conditions, including receipt of the Junior Subordinated Note Consents and the Covered Note Consents.
The Consent Solicitation will expire at 5:00 p.m., New York City time, on May 23, 2016, unless extended or earlier terminated by PSE (the "Expiration Date"). If PSE accepts the valid Consents of holders of a majority of the aggregate principal amount outstanding of the Notes and the conditions to the Consent Solicitation described in the Consent Solicitation Statement are satisfied or waived, including but not limited to the Junior Subordinated Note Consents, holders who validly deliver their Consent by the Expiration Time in the manner described in the Solicitation Documents will be eligible to receive a consent fee of $10.00 in cash per $1,000 in principal amount of the Notes as to which such Consent was validly delivered. Consents may be revoked at any time prior to the earlier of the date on which the Requisite Consents are obtained and the Expiration Time, but not thereafter.
Copies of the Solicitation Documents may be obtained by holders of the Notes from the Information and Tabulation Agent for the Consent Solicitation, D.F. King & Co., Inc., at (877) 732-3614.
Barclays Capital is the Solicitation Agent for the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to Barclays at (toll-free) (800) 438-3242 or (collect) (212) 528-7581.
None of PSE, the Information and Tabulation Agent, the Solicitation Agent or any of their respective affiliates makes any recommendation as to whether holders of the Notes should deliver their Consent to the proposed termination of the replacement capital covenants pursuant to the Consent Solicitation, and no one has been authorized by any of them to make such recommendation. Each holder of the Notes must make its own decision as to whether to give its Consent.
THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE A SOLICITATION OF CONSENTS.
THE CONSENT SOLICITATION IS BEING MADE ONLY PURSUANT TO THE SOLICITATION DOCUMENTS THAT THE INFORMATION AND TABULATION AGENT WILL DISTRIBUTE TO HOLDERS OF THE NOTES. HOLDERS OF THE NOTES SHOULD READ CAREFULLY THE SOLICITATION DOCUMENTS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE CONSENT SOLICITATION, BECAUSE THOSE DOCUMENTS CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE CONSENT SOLICITATION.
Certain statements contained in this release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on the opinions and estimates of management at the time the statements are made and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. There are several factors that could affect what PSE intends or anticipates happening. More information about these factors is included in Puget Energy's and PSE's most recent annual report on Form 10-K and in their other public filings filed with the Securities and Exchange Commission. Except as required by law, Puget Energy and PSE undertake no obligation to update any forward-looking statements.
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SOURCE Puget Sound Energy, Inc.