Puget Sound Energy Announces Successful Results Of Tender Offer For Its Outstanding Junior Subordinated Notes Due 2067 And Related Consent Solicitation From Holders Of Its Senior Notes Due 2037

NEW YORK, March 19, 2018 /PRNewswire/ -- Puget Sound Energy, Inc. ("PSE" or the "Company") announced today that it had received, as of 5:00 p.m., New York City time, on March 16, 2018 (the "Early Tender Payment Deadline"), tenders and consents from holders of approximately $193,447,000 aggregate principal amount of its 6.974% Series A Enhanced Junior Subordinated Notes due June 1, 2067 (the "Notes") (representing approximately 77.38% of the outstanding Notes) pursuant to its previously announced tender offer to purchase for cash (the "Tender Offer") any and all of the Notes. The Company has accepted for payment those Notes that were validly tendered at or prior to the Early Tender Payment Deadline and will make payment for such Notes on March 20, 2018 (the "Initial Settlement Date"), through the facilities of The Depository Trust Company.

PSE further announced that it had received, as of 5:00 p.m., New York City time, on March 16, 2018 (the "Covered Note Consent Expiration"), the requisite consents from holders of its 6.274% Senior Notes due March 15, 2037 (the "Covered Notes") to terminate the Replacement Capital Covenant dated June 4, 2007 and the Company's obligations thereunder (the "Replacement Capital Covenant"), which had been granted by PSE in favor of the holders of the Covered Notes. The Company has accepted all consents that were validly delivered prior to the Covered Note Consent Expiration and will make payment for such consents on March 20, 2018, through the facilities of The Depository Trust Company.

As a result of the foregoing, the Company will enter into a supplemental indenture to the indenture governing the Notes (the "Supplemental Indenture") to eliminate certain covenants that had been applicable to the Notes. The Supplemental Indenture is binding on all remaining holders of the Notes. In addition, the Company will terminate the Replacement Capital Covenant.

Holders of Notes who validly tendered their Notes and delivered their consents prior to the Early Tender Payment Deadline and whose Notes were accepted for purchase will receive the total consideration of $1,005 per $1,000 principal amount of Notes validly tendered and accepted for purchase, which includes an early tender payment of $30 per $1,000 principal amount of Notes, plus any accrued and unpaid interest up to, but not including the Initial Settlement Date and the satisfaction or waiver of the conditions to consummation of the Tender Offer and Consent Solicitation. 

Holders of Covered Notes who validly consented prior to the Covered Note Consent Expiration will receive $10.00 in cash per $1,000 in principal amount of the Notes as to which such consent was validly delivered.

Holders of Notes who validly tender their Notes after the Early Tender Payment Deadline, but prior to the expiration of the Tender Offer, and whose Notes are accepted for purchase, will receive the tender offer consideration of $975 per $1,000 principal amount of the Notes validly tendered and accepted for purchase, plus any accrued and unpaid interest up to, but not including, the final settlement date, which is expected to be April 3, 2018. Holders of Notes tendered after the Early Tender Payment Deadline and accepted for purchase will not receive an early tender payment.

The Tender Offer will expire at 5:00 p.m., New York City time, on April 2, 2018.

The Notes currently bear interest at a floating rate of LIBOR plus 253 basis points, reset quarterly. The Notes are currently subject to redemption, at PSE's option, in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of redemption.

This press release is for informational purposes only and is neither an offer to purchase or sell nor a solicitation of an offer to purchase or sell any securities. Nothing in this press release should be construed as a notice of redemption with respect to the Notes. The Tender Offer is being made only pursuant to the Offer to Purchase and Consent Solicitation Statement, copies of which will be delivered to holders of the Notes. 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) or email [email protected].

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.

SOURCE Puget Sound Energy, Inc.