Constellation Energy Announces Expiration of its Cash Tender Offer for 7.00 Percent Notes Due April 1, 2012
Company to Retire 70 Percent of its 2012 Notes
BALTIMORE, Feb 04, 2010 (BUSINESS WIRE) -- Constellation Energy (NYSE: CEG) today announced the expiration 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 specified in the Offer to Purchase dated Jan. 6, 2010, and amended by the press release issued by Constellation Energy on Jan. 21, 2010 (as amended, the "Offer to Purchase").
In its Jan. 21, 2010 press release, Constellation Energy announced an increase in the maximum aggregate principal amount of the 2012 Notes subject to purchase in the tender offer from $400 million to $500 million (the "Maximum Tender Cap") and 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. As of midnight, New York City time, on Feb. 3, 2010 (the "Expiration Date"), $486.5 million aggregate principal amount of the 2012 Notes have been validly tendered and not validly withdrawn, based on information provided by the depositary for the tender offer.
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. With 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 5:00 p.m., New York City time, Jan. 20, 2010 (the "Early Tender Date"), 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 tendered their 2012 Notes after the Early Tender Date and on or prior to the Expiration Date, 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. Constellation Energy has accepted all of these 2012 Notes for purchase. The settlement date is expected to be today, Feb. 4, 2010.
Any 2012 Notes that are not tendered and purchased in the tender offer will remain outstanding and continue to be obligations of Constellation Energy. After giving effect to the purchase of the tendered 2012 Notes, $213.5 million aggregate principal amount of the 2012 Notes will remain outstanding.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The tender offer was only made pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal.
Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and RBS Securities Inc. acted as dealer managers for the tender offer and Global Bondholder Services Corporation acted as information agent and depositary for the tender offer.
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.
SOURCE: Constellation Energy
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