Constellation Energy (NYSE:CEG) today announced the early results of its previously announced cash tender offer for its outstanding 7.00 percent Notes due April 1, 2012, CUSIP Number 210371 AH3 (the “2012 Notes”). As of 5:00 p.m., New York City time, Jan. 20, 2010 (the “Early Tender Date”), $484,322,000 aggregate principal amount of the 2012 Notes have been validly tendered and not validly withdrawn, based on information provided by the depositary for the tender offer. Based upon the tenders received as of the Early Tender Date in respect of the 2012 Notes, Constellation Energy has increased the maximum aggregate principal amount of the 2012 Notes subject to purchase in the tender offer from $400 million to $500 million (the “New Maximum Tender Cap”) and has terminated the portion of the tender offer with respect to its outstanding 4.55 percent Notes due June 15, 2015, CUSIP Number 210371 AK6 (the “2015 Notes”), which had a lower priority level than the 2012 Notes. Any 2015 Notes tendered to date will be promptly returned to the holders thereof.

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. Upon completion of the tender offer, Constellation Energy will have fulfilled approximately $900 million of this commitment and expects to fulfill the remainder by the end of the first quarter of 2010.

Holders of the 2012 Notes that validly tendered their 2012 Notes by the Early Tender Date and whose 2012 Notes are accepted for purchase will receive the previously announced Total Consideration of $1,110.00 per $1,000 principal amount of 2012 Notes plus accrued and unpaid interest up to, but not including, the settlement date. Holders of 2012 Notes that validly tender their 2012 Notes after the Early Tender Date and on or prior to the expiration of the tender offer on Wednesday, Feb. 3, 2010, at midnight, New York City time, unless extended or earlier terminated in the sole discretion of Constellation Energy (the “Expiration Date”), and whose 2012 Notes are accepted for purchase, will receive the previously announced Tender Offer Consideration of $1,080.00 per $1,000 principal amount of 2012 Notes plus accrued and unpaid interest up to, but not including, the settlement date. If the aggregate principal amount of the 2012 Notes validly tendered and not validly withdrawn at the Expiration Date exceeds the New Maximum Tender Cap, Constellation Energy will purchase the 2012 Notes accepted in the tender offer on a pro rata basis among the tendering holders, as described in the Offer to Purchase dated Jan. 6, 2010 (the “Offer to Purchase”).

As described in the Offer to Purchase, 2012 Notes previously tendered and 2012 Notes that are tendered after the Early Tender Date 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.

The tender offer is being made pursuant to the Offer to Purchase, and related Letter of Transmittal, dated Jan. 6, 2010, which set forth a more detailed description of the tender offer, including certain customary conditions that must be satisfied or waived prior to the Expiration Date. Except for the amendment to increase the maximum principal amount of the 2012 Notes subject to purchase in the tender offer to the New Maximum Tender Cap and the termination of the portion of the tender offer in respect of the 2015 Notes, the terms of the tender offer remain the same and the Offer to Purchase and the related Letter of Transmittal remain in full force and effect. Holders who have previously validly tendered 2012 Notes do not need to re-tender their 2012 Notes or take any other action in response to this amendment.

The settlement date is expected to be the next business day following the Expiration Date and is expected to occur on Thursday, Feb. 4, 2010.

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 2012 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 2012 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.

Constellation Energy (NYSE:CEG)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Constellation Energy Charts.
Constellation Energy (NYSE:CEG)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Constellation Energy Charts.