Essential Power Holdings, LLC Commences Tender Offer And Consent Solicitation For The Outstanding 10.875% Senior Secured Second Lien Notes due 2016

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 "Expiration Date"). The Consent Solicitation will expire at 5:00 p.m., New York City time, on July 16, 2012, unless extended or earlier terminated by the Company (the "Consent Date"). Tendered Notes may be withdrawn at any time on or prior to the earlier of 5:00 p.m., New York City time, on July 16, or the date that all of the requisite Consents, as set forth in the Indenture, are received (the "Withdrawal Date"). Other than as required by applicable law, tendered Notes may not be withdrawn after the Withdrawal Date.  The Company may extend the Consent Date without extending the Withdrawal Date. Any Holder who tenders Notes pursuant to the Tender Offer must also deliver a Consent to the Proposed Amendments.

Holders who validly tender (and do not validly withdraw) Notes and deliver their Consents at or prior to the Consent Date, and whose Notes are accepted for purchase, will receive total consideration of $1,126.25 per $1,000 principal amount of Notes (the "Total Consideration"), which includes an amount of cash equal to $50.00 per $1,000 principal amount of Notes so tendered and accepted for purchase (the "Early Tender Premium"). Holders who validly tender Notes after the Consent Date but at or prior to the Expiration Date, and whose Notes are accepted for purchase, will be eligible to receive the Total Consideration less the Early Tender Premium (the "Tender Offer Consideration"). The Company reserves the right, following both the Consent Date and satisfaction or waiver of the conditions to consummation of the Tender Offer and Consent Solicitation, to accept for purchase Notes validly tendered and not subsequently withdrawn at or prior to the Consent Date (the "Early Settlement Date").  If the Company exercises the Early Settlement Election, the Company will publicly announce the Early Settlement Date, which is anticipated to be on or about August 8, 2012.  Promptly after the Expiration Date, if the conditions to the Offer are satisfied, the Company intends to accept for purchase Notes validly tendered after the Consent Date but at or prior to the Expiration Date.  Holders who validly tender and do not validly withdraw their Notes in the Offer will also be paid accrued and unpaid interest on such Notes from the last interest payment date to, but not including, the applicable settlement date. The table below provides a summary of these payments.

(1)           Per $1,000 principal amount of Notes accepted for purchase.

(2)           Inclusive of the Early Tender Premium.

The Offer is conditioned upon: (i) the tender of Notes and receipt of related Consents representing at least a majority in principal amount of the outstanding Notes at or prior to the Consent Date, (ii) the successful consummation of one or more debt financing transactions on terms and conditions satisfactory to the Company, and (iii) other customary conditions as set forth in the Offer to Purchase and Consent Solicitation Statement.

The Company reserves the right to waive any and all conditions to the Offer.  The Company will not be required to pay any Early Tender Premium in connection with the Offer unless the Notes are tendered at or prior to the Consent Date and the Company shall have accepted the Notes for purchase pursuant to the Tender Offer.  The Company reserves the right, in its sole discretion, but subject to applicable law, to delay acceptance for purchase of Notes tendered under the Offer or the payment for Notes accepted for purchase (subject to applicable law) or terminate the Offer at any time (in which case Notes tendered prior to such termination will be returned to the tendering holder).

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.

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