Constellation Energy Announces Cash Tender Offer For Up to $400 Million Aggregate Principal Amount of Certain of its Outstand...
January 06 2010 - 7:45AM
Business Wire
Constellation Energy (NYSE: CEG) today announced the
commencement of a cash tender offer for up to $400 million
aggregate principal amount (the “Maximum Tender Cap”) of its
outstanding 7.00% Notes due April 1, 2012 (the “2012 Notes”), and
its outstanding 4.55% Notes due June 15, 2015 (the “2015 Notes,”
and collectively, the “Notes”). The tender offer is a part of
Constellation Energy’s previously announced commitment to repay $1
billion of debt following the close of its transaction with EDF
Group in November 2009. Constellation Energy expects to fulfill
this commitment by the end of the first quarter of 2010. The tender
offer will expire on Wednesday, Feb. 3, 2010, at midnight, New
York City time, unless extended or earlier terminated in the sole
discretion of Constellation Energy (such date and time, as the same
may be extended or earlier terminated, the “Expiration Date”). The
terms and conditions of the tender offer are set forth in an Offer
to Purchase dated Jan. 6, 2010, (the “Offer to Purchase”) and
related Letter of Transmittal.
Subject to the terms and conditions set forth in the Offer to
Purchase, Constellation Energy will pay the Tender Offer
Consideration or the Total Consideration set forth in the table
below, as applicable, per $1,000 principal amount for each series
of Notes, plus accrued and unpaid interest in respect of any Notes
accepted for purchase in the tender offer up to, but not including,
the date of payment for the Notes, which is expected to be the next
business day following the Expiration Date (the “Settlement Date”).
The Settlement Date is expected to occur on Thursday, Feb. 4,
2010.
CUSIP Number Title of
Security
Aggregate
Principal Amount
Outstanding
Acceptance
Priority
Level
Tender Offer
Consideration(1)
Early
Tender
Payment(1)
Total
Consideration(1)
210371 AH3 7.00% Notes due April 1, 2012 $700,000,000 1 $1,080.00
$30.00 $1,110.00
210371 AK6
4.55% Notes due June 15, 2015 $550,000,000 2 $1,002.50 $30.00
$1,032.50
_____________
(1) Per $1,000 principal amount of Notes accepted for purchase.
In order to receive the Total Consideration set forth in the
table above, holders must validly tender and not validly withdraw
their Notes at or prior to 5:00 p.m., New York City time, on
Wednesday, Jan. 20, 2010, unless extended (such date and time,
as the same may be extended, the “Early Tender Date”). The Total
Consideration includes the early tender payment of $30 per $1,000
principal amount of Notes (the “Early Tender Payment”). Holders
validly tendering their Notes after the Early Tender Date and on or
prior to the Expiration Date will be eligible to receive only the
Tender Offer Consideration set forth in the table above, which is
equal to the Total Consideration minus the Early Tender
Payment.
The amount of each series of Notes that will be purchased in the
tender offer will be based on the Maximum Tender Cap and the order
of priority for such series of Notes set forth in the table above
(the “Acceptance Priority Level”), as more fully described in the
Offer to Purchase. Since the 2012 Notes have a higher Acceptance
Priority Level (with “1” being the highest) over the 2015 Notes,
all 2012 Notes validly tendered and not validly withdrawn in the
tender offer will be accepted for purchase up to the Maximum Tender
Cap before any validly tendered and not validly withdrawn 2015
Notes are accepted for purchase, up to the Maximum Tender Cap for
all Notes in the aggregate. Constellation Energy reserves the
right, subject to applicable law, to increase or modify the Maximum
Tender Cap, in its sole discretion.
As described in the Offer to Purchase, Notes tendered prior to
the Early Tender Date may be withdrawn at any time at or prior to
the Early Tender Date, but (subject to limited exceptions) not
thereafter. After the Early Tender Date, tendered Notes may not be
validly withdrawn unless Constellation Energy amends or otherwise
changes the tender offer in a manner material to tendering holders
or is otherwise required by law to permit withdrawal. Withdrawn
Notes may be validly re-tendered at any time on or prior to the
Expiration Date. The tender offer is subject to the satisfaction or
waiver of certain customary conditions, but is not conditioned on
the tender of a minimum principal amount of any series of Notes.
Constellation Energy may amend, extend or, subject to certain
conditions, terminate the tender offer at any time in its sole
discretion.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The tender offer
is only being made pursuant to the terms of the Offer to Purchase
and the related Letter of Transmittal. The tender offer does not
constitute an offer to buy or the solicitation of an offer to sell
Notes in any jurisdiction or in any circumstances in which such
offer or solicitation is unlawful. None of Constellation Energy,
the dealer managers, the depositary, the information agent or any
of their respective affiliates is making any recommendation as to
whether or not holders should tender all or any portion of their
Notes in the tender offer.
Constellation Energy has engaged Credit Suisse Securities (USA)
LLC, Morgan Stanley & Co. Incorporated and RBS Securities Inc.
to act as dealer managers for the tender offer and Global
Bondholder Services Corporation to act as information agent and
depositary for the tender offer. Requests for documents may be
directed to Global Bondholder Services Corporation at (866)
540-1500 (U.S. toll free) or at (212) 430-3774 (collect), or in
writing to 65 Broadway, Suite 723, New York, New York 10006,
Attention: Corporate Actions. Questions regarding the tender offer
may be directed to Credit Suisse Securities (USA) LLC at (800)
820-1653 (U.S. toll free) or (212) 325-5912 (collect); Morgan
Stanley at (800) 624-1808 (U.S. toll free) or at (212) 761-5384
(collect); or RBS Securities Inc. at (877) 297-9832 (U.S. toll
free) or at (203) 897-6145 (collect).
Forward-Looking Statements
We make statements in this news release that are considered
forward-looking statements. These statements are not guarantees of
our future performance and are subject to risks, uncertainties and
other important factors that could cause our actual performance or
achievements to be materially different from those we project. For
a full discussion of these risks, uncertainties and factors, we
encourage you to read our documents on file with the Securities and
Exchange Commission, including the disclosures set forth in our
periodic reports under the forward-looking statements and risk
factors sections. Except as required by law, we do not intend to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
About Constellation Energy
Constellation Energy (www.constellation.com) is a leading
supplier of energy products and services to wholesale and retail
electric and natural gas customers. It owns a diversified fleet of
generating units located in the United States and Canada, totaling
approximately 7,100 megawatts of generating capacity, and is among
the leaders pursuing the development of new nuclear plants in the
United States. The company delivers electricity and natural gas
through the Baltimore Gas and Electric Company (BGE), its regulated
utility in Central Maryland. A FORTUNE 500 company headquartered in
Baltimore, Constellation Energy had revenues of $19.8 billion in
2008.
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