Essential Power Holdings, LLC Announces Receipt of Requisite Consents For Its Tender Offer And Consent Solicitation For The Outstanding 10.875% Senior Secured Second Lien Notes due 2016 (CUSIP No. 65684RAB2) Co-Issued By Essential Power, LLC and Essential Power Finance Corp.

Jul 31, 2012, 18:24 ET from Essential Power Holdings, LLC

ISELIN, N.J., July 31, 2012 /PRNewswire/ -- Essential Power Holdings, LLC (the "Company") announced today, in connection with the previously announced cash tender offer (the "Tender Offer") to purchase any and all of the outstanding 10.875% Senior Secured Second Lien Notes due 2016 (the "Notes") co-issued by its subsidiaries, Essential Power, LLC, formerly known as North American Energy Alliance, LLC, and Essential Power Finance Corp., formerly known as North American Energy Alliance Finance Corp., and the related solicitation (the "Consent Solicitation" and, together with the Tender Offer, the "Offer") of consents (the "Consents") to certain proposed amendments (the "Proposed Amendments") to the indenture governing the Notes (the "Indenture"), that the Company had received, as of 5:00 p.m., New York City time, on July 31, 2012, tenders and Consents from holders of $133,160,000 in aggregate principal amount, representing 64.96% of the total outstanding principal amount of the Notes and satisfying the requisite consents condition necessary for the execution of a supplemental indenture containing the Proposed Amendments.  Holders who tender Notes and deliver Consents by 5:00 p.m., New York City time, on August 1, 2012 will receive the total consideration (including the early tender premium) pursuant to the Offer.  The early settlement date is expected to be August 8, 2012.  The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on August 15, 2012, unless extended by the Company.

The Company has engaged Barclays Capital Inc. to act as Dealer Manager and Solicitation Agent for the Offer and D.F. King & Co., Inc. to act as Information and Tender Agent for the Offer.  Questions regarding the terms of the Tender Offer and Consent Solicitation may be directed to Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect). Questions regarding procedures for tendering Notes and delivering Consents or requests for documentation may be directed to D.F. King & Co., Inc. at (212) 269-5550 (Banks and Brokers) or (800) 628-8532 (Toll Free).

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Offer is being made solely pursuant to the Offer to Purchase and Consent Solicitation Statement and related documents.

About the Companies

Essential Power Holdings, LLC (formerly known as North American Energy Alliance Holdings, LLC) is the parent company of Essential Power, LLC (formerly known as North American Energy Alliance, LLC) and Essential Power Finance Corp (formerly known as North American Energy Alliance Finance Corp.).  Essential Power, LLC is a privately owned wholesale power generation and marketing company, engaged in the ownership and operation of a portfolio of primarily gas-fired intermediate load and peaking power generation projects in the Northeastern United States. The company's five electric power generation projects include 19 different generating units with an aggregate capacity of 1,770 megawatts.

This press release contains forward-looking statements which include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. Forward-looking statements are based upon the Company's current plans and beliefs or current estimates of future results or trends. These forward-looking statements reflect the Company's current views with respect to future events and are based on assumptions and subject to risks, uncertainties and other factors that may cause actual results to differ materially from trends, plans or expectations set forth in the forward-looking statements. These factors include, but are not limited to:  trading in the Notes; the success of any debt financings the Company may undertake on terms satisfactory to it; breakdown, failure or unavailability of power generation equipment, transmission lines or other interconnection services, pipelines or other necessary equipment or processes; failure to effectively manage the Company's and its subsidiaries' businesses, including their projects; general economic and business conditions in the market in which the Company and its subsidiaries operate; changes in the Company's or its subsidiaries' competition; changes in government regulations affecting the Company, its subsidiaries and/or the power industry; general industry trends; changes in prices for power, power transmission and inputs in the generation process, including fuel supply and transportation; the effects of inflation on the Company's and its subsidiaries' costs; changes in business strategy and development plans; changes in the Company's and its subsidiaries' relationships with vendors and customers; the termination of any material contracts and the Company's or its applicable subsidiary's ability to enter into replacement contracts or sell energy and/or electric generation capacity in the market; counterparties' respective abilities to perform under material contracts; availability, terms and development of capital; and events of casualty, eminent domain and force majeure and other catastrophic events such as fires, explosions, earthquakes, floods and acts of terrorism and war that could result in forced outages, personal injury, loss of life, severe damage or destruction of the projects and suspension of operations. 

Given these factors, we urge you to read the Offer to Purchase and Consent Solicitation Statement and related documents completely and with the understanding that actual future results may be materially different from what we plan or expect. All of the forward-looking statements made in this press release, including statements related to the Tender Offer and Consent Solicitation, including the Consent Date, Withdrawal Date, Expiration Date, settlement dates and possible completion of the Tender Offer and Consent Solicitation, are qualified by these cautionary statements and investors are cautioned not to place undue reliance on these forward-looking statements. In addition, these forward-looking statements present our estimates and assumptions only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release, except, with respect to the Tender Offer and Consent Solicitation, as specifically set forth in this press release or as otherwise required by law.  

SOURCE Essential Power Holdings, LLC