NEW YORK, May 24, 2016 /PRNewswire/ -- Puget Sound Energy, Inc. ("PSE") announced today that it is extending the consent payment deadline to 12:00 midnight, New York City time, on June 7, 2016 (such time and date, as the same may be extended or earlier terminated, the "Consent Payment Deadline") with respect to its previously announced tender offer to purchase for cash (the "Tender Offer") any and all of the $250 million aggregate principal amount outstanding of its 6.974% Series A Enhanced Junior Subordinated Notes due June 1, 2067 (the "Junior Subordinated Notes") and related solicitation of consents (the "Solicitation") for proposed amendments to the related indenture (the "Junior Subordinated Note Indenture"). The Tender Offer and Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated as of May 10, 2016 and related consent and letter of transmittal (collectively, the "Offer to Purchase and Consent Solicitation Statement").
All references to the "Consent Payment Deadline" in the Offer to Purchase and Consent Solicitation Statement shall be deemed to refer to 12:00 midnight, New York City time, on June 7, 2016 (as the same may be extended or earlier terminated). All other terms of the Tender Offer and Solicitation as set forth in the Offer to Purchase and Consent Solicitation Statement shall remain in full force and effect, including but not limited to, the Expiration Time of 12:00 midnight, New York City time, on June 7, 2016.
In conjunction with the Tender Offer, we are soliciting from holders of the Junior Subordinated Notes consents to amend the Junior Subordinated Indenture (by way of a supplemental indenture), which would eliminate the restrictions pursuant to which the Company may only repurchase, redeem or repay the Junior Subordinated Notes on or before June 1, 2047 if a specified portion of the funds used in the transaction are obtained by the PSE through the sale of common stock or certain other equity or equity-like securities (the "Proposed Amendments"). Adoption of the Proposed Amendments requires the consent of the holders of at least a majority in aggregate principal amount of the outstanding Junior Subordinated Notes (excluding any Junior Subordinated Notes owned by the Company or its affiliates) as well as satisfaction or waiver of other conditions as described in the Offer to Purchase and Consent Solicitation Statement.
Holders of Junior Subordinated Notes that are validly tendered prior to the consent payment deadline of 12:00 midnight, New York City time, on June 7, 2016 and accepted for purchase will receive total consideration of $850 per $1,000 principal amount of Junior Subordinated Notes validly tendered and accepted for purchase, which includes a consent payment of $30 per $1,000 principal amount of Junior Subordinated Notes, plus any accrued and unpaid interest up to, but not including, the initial settlement date, which is expected to be June 8, 2016.
Consummation of the Tender Offer and the Consent Solicitation are subject to the satisfaction or waiver of the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, including receipt of consents from holders of a majority in principal amount outstanding of PSE's 6.274% Senior Notes due March 15, 2037 (the "Covered Notes"), which was obtained as of 5:00 p.m. New York City time, on May 23, 2016, the financing condition and the supplemental indenture condition described therein. PSE may amend, extend or terminate the Tender Offer and the Solicitation in its sole discretion.
Beginning December 1, 2017, the Junior Subordinated Notes will bear interest at a floating rate of LIBOR plus 253 basis points, reset quarterly, rather than the current fixed rate of 6.974% per annum. In addition, and subject to the Replacement Capital Covenant and the Junior Subordinated Note Indenture, the Junior Subordinated Notes are subject to redemption, in whole or in part, at any time and from time to time on or after June 1, 2017 (the "Initial Par Call Date") at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of redemption. PSE currently anticipates that it will not exercise its right to redeem the Junior Subordinated Notes on the Initial Par Call Date.
This news release is neither an offer to purchase nor a solicitation of an offer to sell any Junior Subordinated Notes. The Tender Offer and the Solicitation are being made only pursuant to the Offer to Purchase and Consent Solicitation Statement. Persons with questions regarding the Tender Offer and the Consent Solicitation should contact Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect), or the Information Agent, D.F. King & Co., Inc., at (877) 732-3614 (toll free).
Certain statements contained in this release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, among which include PSE's current anticipation that it will not exercise its right to redeem the Junior Subordinated Notes on the Initial Par Call Date. 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.