FirstEnergy Announces Cash Tender Offers For Up To $1,080,000,000 of: FirstEnergy Solutions Corp.'s 6.80% Senior Notes Due 2039

    FirstEnergy Announces Cash Tender Offers For Up To $1,080,000,000 of:
  FirstEnergy Solutions Corp.'s 6.80% Senior Notes Due 2039 and 6.05% Senior
Notes Due 2021 and Allegheny Energy Supply Company, LLC's 6.75% Notes Due 2039
                           and 5.75% Notes Due 2019

PR Newswire

AKRON, Ohio, Feb. 28, 2013

AKRON, Ohio, Feb. 28, 2013 /PRNewswire/ -- FirstEnergy Corp. (NYSE: FE) today
announced the commencement of cash tender offers for up to $1,080,000,000 in
aggregate principal amount of the respective debt securities listed in the
table below (the "Notes") of FirstEnergy's subsidiaries, FirstEnergy Solutions
Corp. ("FES") and Allegheny Energy Supply Company, LLC ("AE Supply" and
together with FES, the "Companies").

The tender offers consist of four separate offers (each an "Offer," and
collectively, the "Offers") on the terms set forth in the Offer to Purchase
and related Letter of Transmittal, each dated February 28, 2013, with one
Offer to purchase any and all outstanding 5.75% Notes due 2019 issued by AE
Supply, a second Offer to purchase any and all outstanding 6.75% Notes due
2039 issued by AE Supply, a third Offer to purchase any and all outstanding
6.80% Senior Notes due 2039 issued by FES (each of the foregoing an "Any and
All Offer"), and a fourth Offer to purchase up to the Maximum Tender Amount
(as defined below) of the 6.05% Senior Notes due 2021 (the "6.05% Notes")
issued by FES (the "Maximum Tender Offer"). Each Company is offering to
purchase only those Notes issued by it.

The Maximum Tender Offer is subject to an aggregate purchase limit of
$1,080,000,000 in aggregate principal amount of 6.05% Notes less the aggregate
principal amount of Notes purchased in the Any and All Offers (the "Maximum
Tender Amount"). If all Notes subject to the Any and All Offers are validly
tendered and accepted for purchase, no 6.05% Notes will be purchased pursuant
to the Maximum Tender Offer. If completed, the Offers will be funded with
proceeds from FirstEnergy's incurrence of additional long-term debt and/or
borrowings by FES and AE Supply from the intercompany money pool among
FirstEnergy's unregulated subsidiaries. The purpose of the tender offers is
to strengthen the balance sheets of FES and AE Supply.

The Any and All Offers will expire at 5:00 p.m., Eastern Daylight Time, on
March 13, 2013 and the Maximum Tender Offer will expire at 11:59 p.m., Eastern
Daylight Time, on March 27, 2013, in each case unless extended or earlier
terminated by the Companies on the terms set forth in the Offer to Purchase.

The following table summarizes the pricing terms for the tender offer:

                                                                          Fixed   Hypothetical
                                        Principal    Reference  Bloomberg                       Early
          CUSIP                Title of              U.S.                 Spread  Total         Tender
Issuer(1) Numbers              Security Amount                  Reference
                                                     Treasury             (basis  Consideration Premium(3)
                                        Outstanding  Security   Page(2)
                                                                          points) (3)
Offers for Notes Listed Below: Any and
All Offers
          017363AK8/U01668AD1  5.75%                 0.875% due
AESupply                      Notes    $350,000,000 1/31/2018  BBT1      + 225   $1,162.95     N/A
                              due 2019
          017363AM4/U01668AE9  6.75%                 2.75% due
AE Supply                      Notes    $250,000,000 11/15/2042 BBT1      + 255   $1,151.73     N/A
                              due 2039
                               6.80%
FES       33766JAF0/33766JAE3  Senior   $480,000,000 2.75% due  BBT1      + 235   $1,189.23     N/A
                               Notes                 11/15/2042
                               due 2039
Offer for Notes Listed Below: Maximum
Tender Offer
                               6.05%
FES       33766JAD5/33766JAC7/ Senior   $585,000,000 2.00% due  BBT1      + 140   $1,201.33     $50
          U3198TAB5            Notes                 2/15/2023
                               due 2021

     FES' 6.80% Senior Notes due 2039 and 6.05% Senior Notes due 2021 are
^(1) guaranteed by its subsidiaries, FirstEnergy Generation, LLC and
     FirstEnergy Nuclear Generation, LLC, pursuant to certain guaranties
     entered into in March 2007.
^(2) This is the Bloomberg Reference Page to be used to spot the Reference
     U.S. Treasury Security as of the applicable price determination date.
     Per $1,000 principal amount of Notes accepted for purchase. The total
     consideration for each $1,000 principal amount of Notes validly tendered
     and accepted for payment pursuant to the Offers will be determined by the
^(3) Lead Dealer Managers for the Offers in the manner described in the Offer
     to Purchase by reference to a fixed spread specified for each series of
     Notes over the reference yield based on the bid side price of the
     Reference U.S. Treasury Security specified in the table above on the
     price determination date.

Holders subject to the Maximum Tender Offer must validly tender and not
validly withdraw their 6.05% Notes at or before 5:00 p.m., Eastern Daylight
Time, on March 13, 2013, unless extended, to be eligible to receive the total
consideration which includes, for the Maximum Tender Offer only, the early
tender premium. Holders subject to the Maximum Tender Offer who validly
tender and do not validly withdraw their 6.05% Notes after such time and at or
before 11:59 p.m., Eastern Daylight Time, on March 27, 2013, unless extended
or earlier terminated, will be eligible to receive the tender offer
consideration, which is the total consideration minus the early tender
premium.

The respective obligations of FES and AE Supply to accept for purchase and to
pay the applicable consideration for Notes validly tendered pursuant to the
Offers is conditioned upon satisfaction or waiver of certain financing and
other conditions. These include FirstEnergy entering into an agreement for
the sale of additional long-term debt in an amount and with terms satisfactory
to FirstEnergy. The Offers are not conditioned upon any minimum principal
amount of Notes being tendered.

Tendered Notes may be withdrawn at any time before 5:00 p.m., Eastern Daylight
Time, on March 13, 2013, subject to certain conditions.

The "total consideration" for each $1,000 principal amount of Notes validly
tendered and accepted for payment pursuant to the Offers will be determined in
the manner described in the Offer to Purchase by reference to a fixed spread
specified for each series over the yield based on the bid side price of the
U.S. Treasury Security specified in the table above, as calculated by Goldman,
Sachs & Co. and Morgan Stanley & Co. LLC, as the Lead Dealer Managers, at 2:00
p.m., Eastern Daylight Time, on March 13, 2013. Payments for Notes purchased
also will include accrued and unpaid interest thereon to, but excluding, the
applicable settlement date.

The settlement date for each Offer is expected to be one business day
following the expiration of the applicable Offer.

Information Relating to the Offers

FirstEnergy has retained Goldman Sachs & Co., Morgan Stanley & Co. LLC, BNP
Paribas Securities Corp., KeyBanc Capital Markets Inc., Santander and Scotia
Capital (USA) Inc. to serve as Dealer Managers for the Offers. Bondholder
Communications Group, LLC has been retained to serve as the Information and
Tender Agent for the Offers.

For additional information regarding the terms of the Offer, please contact:
Goldman Sachs at 800-828-3182 (toll free) or 212-902-5183 (collect) or Morgan
Stanley at 800-624-1808 (toll free) or 212-761-1057 (collect). Requests for
documents and questions regarding the tender of Notes may be directed to the
Information and Tender Agent at 888-385-2663 (toll free) or 212-809-2663
(collect).

The respective obligations of FES and AE Supply to accept any Notes tendered
and to pay the applicable consideration for them are set forth solely in the
Offer to Purchase and related Letter of Transmittal. None of the Companies,
FirstEnergy, the Dealer Managers or the Information and Tender Agent is making
any recommendations to holders of Notes as to whether to tender or refrain
from tendering their Notes in the Offers. Holders of Notes must decide how
many Notes they will tender, if any.

This news release is not an offer to purchase or a solicitation of an offer to
sell any securities. FES or AE Supply may, subject to applicable law, amend,
extend or terminate the Offers. Each Offer is being made only pursuant to the
Offer to Purchase and related Letter of Transmittal that the Companies are
distributing to holders of the Notes. The Offers are not being made in any
jurisdiction in which such Offers, solicitation or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the Offers are required to be made
by a licensed broker or dealer, they shall be deemed to be made by the Dealer
Managers on behalf of the Companies.

FirstEnergy is a diversified energy company dedicated to safety, reliability
and operational excellence. Its 10 electric distribution companies form one of
the nation's largest investor-owned electric systems, serving customers in
Maryland, Ohio, Pennsylvania, New Jersey, New York and West Virginia. Its
generation subsidiaries control more than 20,000 megawatts of capacity from a
diversified mix of scrubbed coal, non-emitting nuclear, natural gas, hydro,
pumped-storage hydro and other renewables. Follow FirstEnergy on Twitter
@FirstEnergy Corp. 

Forward-Looking Statements: This news release includes forward-looking
statements based on information currently available to management. Such
statements are subject to certain risks and uncertainties. These statements
include declarations regarding management's intents, beliefs and current
expectations. These statements typically contain, but are not limited to, the
terms "anticipate," "potential," "expect," "believe," "estimate" and similar
words. Forward-looking statements involve estimates, assumptions, known and
unknown risks, uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Actual results may differ materially due to: the
speed and nature of increased competition in the electric utility industry, in
general, and the retail sales market in particular, the impact of the
regulatory process on the pending matters before FERC and in the various
states in which we do business including, but not limited to, matters related
to rates and pending rate cases, the uncertainties of various cost recovery
and cost allocation issues resulting from ATSI's realignment into PJM,
economic or weather conditions affecting future sales and margins, regulatory
outcomes associated with Hurricane Sandy, changing energy, capacity and
commodity (including, but not limited to, coal, natural gas and oil) market
prices, and availability and their impact on retail margins, financial
derivative reforms that could increase our liquidity needs and collateral
costs, the continued ability of our regulated utilities to collect transition
and other costs, operation and maintenance costs being higher than
anticipated, other legislative and regulatory changes, and revised
environmental requirements, including possible GHG emission, water discharge,
water intake and coal combustion residual regulations, the potential impacts
of CAIR, and any laws, rules or regulations that ultimately replace CAIR, and
the effects of the EPA's MATS rules including our estimated costs of
compliance, the uncertainty of the timing and amounts of the capital
expenditures that may arise in connection with any litigation, including NSR
litigation or potential regulatory initiatives or rulemakings (including that
such expenditures could result in our decision to deactivate or idle certain
generating units), the uncertainties associated with the deactivation of
certain older unscrubbed regulated and competitive fossil units, including the
impact on vendor commitments, and the timing thereof as they relate to, among
other things, the RMR arrangements and the reliability of the transmission
grid, adverse regulatory or legal decisions and outcomes with respect to our
nuclear operations (including, but not limited to the revocation or
non-renewal of necessary licenses, approvals or operating permits by the NRC
or as a result of the incident at Japan's Fukushima Daiichi Nuclear Plant),
adverse legal decisions and outcomes related to ME's and PN's ability to
recover certain transmission costs through their TSC riders, the impact of
future changes to the operational status or availability of our generating
units, the risks and uncertainties associated with litigation, arbitration,
mediation and like proceedings, including, but not limited to, any such
proceedings related to vendor commitments, replacement power costs being
higher than anticipated or inadequately hedged, the ability to comply with
applicable state and federal reliability standards and energy efficiency and
peak demand reduction mandates, changes in customers' demand for power,
including but not limited to, changes resulting from the implementation of
state and federal energy efficiency and peak demand reduction mandates, the
ability to accomplish or realize anticipated benefits from strategic and
financial goals including, but not limited to, the ability to successfully
complete the proposed West Virginia asset transfer and to improve our credit
metrics, our ability to improve electric commodity margins and the impact of,
among other factors, the increased cost of fuel and fuel transportation on
such margins, the ability to experience growth in the Regulated Distribution
segment and to continue to successfully implement our direct retail sales
strategy in the Competitive Energy Services segment, changing market
conditions that could affect the measurement of liabilities and the value of
assets held in our NDTs, pension trusts and other trust funds, and cause us
and our subsidiaries to make additional contributions sooner, or in amounts
that are larger than currently anticipated, the impact of changes to material
accounting policies, the ability to access the public securities and other
capital and credit markets in accordance with our financing plans, the cost of
such capital and overall condition of the capital and credit markets affecting
us and our subsidiaries, actions that may be taken by credit rating agencies
that could negatively affect us and our subsidiaries' access to financing,
increase the costs thereof, and increase requirements to post additional
collateral to support outstanding commodity positions, LOCs and other
financial guarantees, changes in national and regional economic conditions
affecting us, our subsidiaries and our major industrial and commercial
customers, and other counterparties including fuel suppliers, with which we do
business, issues concerning the stability of domestic and foreign financial
institutions and counterparties with which we do business, the risks and other
factors discussed from time to time in our SEC filings, and other similar
factors. The foregoing review of factors should not be construed as
exhaustive. New factors emerge from time to time, and it is not possible for
management to predict all such factors, nor assess the impact of any such
factor on the business of FirstEnergy or the Companies or the extent to which
any factor, or combination of factors, may cause results to differ materially
from those contained in any forward-looking statements. FirstEnergy and the
Companies expressly disclaim any current intention to update, except as
required by law, any forward-looking statements contained herein as a result
of new information, future events or otherwise.

SOURCE FirstEnergy Corp.

Website: http://www.firstenergycorp.com
Contact: News Media Contact: Tricia Ingraham, +1-330-384-5247; Investor
Contact: Irene Prezelj, +1-330-384-3859