Crockett Cogeneration Announces Amendment and Extension of the Offer to Purchase in Connection with Previously Announced Cash Tender Offer

BETHESDA, Md., Jan. 27, 2023 /PRNewswire/ -- Crockett Cogeneration, a California Limited Partnership ("Crockett" or the "Company") today announced amendments to its previously announced tender offer (as amended hereby, the "Tender Offer") to purchase for cash any and all of its outstanding 5.869% Senior Secured Notes due 2025 (the "Notes"), as set forth in the Company's Offer to Purchase and Consent Solicitation Statement, dated January 3, 2023 (as amended hereby, the "Offer to Purchase").

Crockett is hereby amending the Offer to Purchase to (1) increase the Tender Consideration (as defined in the Offer to Purchase) per $1,000.00 original principal amount of Notes tendered and accepted for purchase pursuant to the Offer to Purchase to $1,004.78, which increase applies to all Notes (including previously tendered Notes) that have been, or will be, tendered (and not validly withdrawn) and accepted for purchase at or prior to the Expiration Time (as defined below), (2) extend the Expiration Time (as defined in the Offer to Purchase) with respect to all Holders (as defined in the Offer to Purchase) of Notes (including those who previously tendered Notes) to immediately after 11:59 p.m., New York City time, on February 14, 2023, unless further extended or earlier terminated by the Company with respect to the Tender Offer in its sole discretion (the "Expiration Time"), and (3) extend the Settlement Date (as defined in the Offer to Purchase) to February 16, 2023, such that all Notes (including previously tendered Notes) that have been, or will be, tendered (and not validly withdrawn) and accepted for purchase at or prior to the Expiration Time will be settled on such extended Settlement Date unless further extended or earlier terminated by the Company with respect to the Tender Offer in its sole discretion.

No further action is required to be taken by Holders who have already validly tendered and not validly withdrawn their Notes in order to receive the increased Tender Consideration and Total Purchase Price (as defined in the Offer to Purchase) on the Settlement Date.

Except as described herein, other terms of the previously announced Tender Offer remain unchanged. Holders of Notes should read carefully and in its entirety the Offer to Purchase before deciding whether to tender or withdraw their Notes, as applicable. The Tender Offer is not conditioned on any minimum amount of Notes being tendered.

Holders of all Notes validly tendered and accepted for purchase pursuant to the Tender Offer (and not validly withdrawn) will receive accrued and unpaid interest on such Notes from the last date on which interest has been paid to, but excluding, the Settlement Date.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Global Bondholder Services Corporation has been retained to serve as the tender and information agent (the "Tender and Information Agent") for the Tender Offer. Questions regarding the terms of the Tender Offer should be directed to the Company at (410) 685-7950 (Chief Financial Officer) or at [email protected].  Requests for copies of the Offer to Purchase and other related materials should be directed to the Tender and Information Agent at (855) 654-2014 (toll-free), (212) 430-3774 (collect) or at [email protected].

None of the Company, its general partner, the Tender and Information Agent, the Trustee under the indenture governing the Notes, the Depository Trust Company or any of their respective affiliates, makes any recommendation as to whether any Holder should tender or deliver, or refrain from tendering or delivering, any or all of such Holder's Notes, and none of the Company or any of its affiliates has authorized any person to make any such recommendation.  The Tender Offer is made only by the Offer to Purchase.  The Tender Offer is not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  

Troutman Pepper Hamilton Sanders LLP is legal counsel to the Company in connection with the Tender Offer.

About Crockett 
Crockett owns and operates a 240-megawatt natural gas-fired combustion gas turbine electrical power generating plant located in Crockett, California.  The Company was formed as a California limited partnership in 1986 and is an indirect, wholly owned subsidiary of an affiliate of certain funds managed by Hull Street Energy, LLC, a private equity firm that specializes in deploying capital into the power sector as it decarbonizes.    

Forward-Looking Statements
This press release includes forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. These forward-looking statements are based on certain assumptions made by the Company regarding the timing and execution of the Tender Offer and are subject to known and unknown risks, uncertainties and assumptions that may cause actual timing and execution of the Tender Offer to be materially different from current expectations. Forward-looking statements set forth in this release speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law.  Please carefully review and consider the various disclosures made in this document.

SOURCE Crockett Cogeneration