FirstEnergy Announces Satisfaction of Financing Condition for Tender Offers

 FirstEnergy Announces Satisfaction of Financing Condition for Tender Offers

PR Newswire

AKRON, Ohio, March 1, 2013

AKRON, Ohio, March 1, 2013 /PRNewswire/ -- FirstEnergy Corp. (NYSE: FE) today
announced that the financing condition related to the previously announced
tender offers by FirstEnergy Solutions Corp. ("FES") and Allegheny Energy
Supply Company, LLC ("AE Supply" and together with FES, the "Companies") to
purchase for cash any and all outstanding 5.75% Notes due 2019 issued by AE
Supply, any and all outstanding 6.75% Notes due 2039 issued by AE Supply, any
and all outstanding 6.80% Senior Notes due 2039 issued by FES (each of the
foregoing an "Any and All Offer"), and up to the Maximum Tender Amount (as
defined below) of the 6.05% Senior Notes due 2021 (the "6.05% Notes" and,
collectively with each series of notes subject to the Any and All Offers, the
"Notes") issued by FES (the "Maximum Tender Offer"), has been satisfied by
FirstEnergy's entry into an agreement earlier today to issue and sell $1.5
billion aggregate principal amount of its senior unsecured notes (the
"FirstEnergy Notes") in a registered public offering. As previously
disclosed, FirstEnergy and the Companies intend to use the proceeds from the
FirstEnergy Notes and/or borrowings by FES and AE Supply from the intercompany
money pool among FirstEnergy's unregulated subsidiaries to fund the
consideration to be paid in respect of the Any and All Offers and the Maximum
Tender Offer.

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"). 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 on
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 tender offers are being made pursuant to the Offer to Purchase and related
Letter of Transmittal, each dated February 28, 2013, which set forth a more
detailed description of the tender offers.

Information relating to the Offers

In connection with the tender offers, FES and AE Supply have retained Goldman,
Sachs & Co., Morgan Stanley & Co. LLC, BNP Paribas Securities Corp., KeyBanc
Capital Markets Inc., Santander Investment Securities Inc. and Scotia Capital
(USA) Inc. to serve as Dealer Managers for the tender offers. Bondholder
Communications Group, LLC has been retained to serve as the Information and
Tender Agent for the tender offers.

For additional information regarding the terms of the tender offers, please
contact: Goldman, Sachs & Co. 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 tender 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 tender offers. Each tender 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 tender offers are not
being made in any jurisdiction in which such tender 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 tender
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.

Information relating to the FirstEnergy Notes

A registration statement relating to the FirstEnergy Notes has been filed, and
became effective upon filing, with the U.S. Securities and Exchange
Commission. This news release shall not constitute an offer to sell or the
solicitation of an offer to buy any FirstEnergy Notes nor shall there be any
sales of any FirstEnergy Notes in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of such state. The offering of FirstEnergy Notes may be made
only by means of a prospectus supplement and accompanying prospectus forming
part of the effective registration statement. Copies of the prospectus
supplement and the accompanying prospectus, when available, can be obtained
from: J.P. Morgan Securities LLC by calling collect at 1-212-834-4533, Morgan
Stanley & Co. LLC by calling toll-free at 1-866-718-1649 or RBS Securities
Inc. by calling toll-free at 1-866-884-2071.

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

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.

Contact: News Media Contact: Tricia Ingraham, +1-330-384-5247; Investor
Contact: Irene Prezelj, +1-330-384-3859
Press spacebar to pause and continue. Press esc to stop.