Constellation Energy Announces Early Results of Debt Tender Offer
January 21 2010 - 3:52PM
Business Wire
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not validly withdrawn, based on information provided by the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)
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