Alliant Energy Corporation Announces Cash Tender Offer and Related Consent Solicitation for Its Exchangeable Senior Notes Due 20
16 Septembre 2009 - 10:42PM
PR Newswire (US)
MADISON, Wis., Sept. 16 /PRNewswire-FirstCall/ -- Alliant Energy
Corporation (NYSE:LNT) announced today that it has commenced a cash
tender offer to purchase any and all of the outstanding
Exchangeable Senior Notes due 2030 (the "Notes") (CUSIP Nos.
018803403, 018803205 and 018803304), as well as a related consent
solicitation to proposals relating to the Notes and the indenture
governing the Notes. The principal amount for each Note is $67.75.
There are 5,940,640 Notes aggregating $402,500,040 principal amount
outstanding. See "Accounting Charge Associated with Tender Offer"
below for a discussion of the non-cash charge Alliant Energy
Corporation will incur if the tender offer is consummated. (Logo:
http://www.newscom.com/cgi-bin/prnh/20020405/LNTLOGO) The tender
offer will expire at 5:00 p.m., New York City time, on October 15,
2009, unless extended or earlier terminated by Alliant Energy
Corporation (such time and date, as the same may be extended or
earlier terminated, the "Expiration Date"). Holders who wish to
receive the Total Consideration (as defined below) for the Notes
must validly tender and not validly withdraw their Notes prior to
5:00 p.m., New York City time, on September 28, 2009, unless
extended or earlier terminated by Alliant Energy Corporation (such
time and date, as the same may be extended or earlier terminated,
the "Early Tender Date"). Holders who tender after the Early Tender
Date and prior to the Expiration Date will receive the Purchase
Price (as defined below), which does not include the Early Tender
Payment (as defined below). Holders may validly withdraw tendered
Notes and revoke the related consent at any time prior to 5:00
p.m., New York City time, on Monday, September 28, 2009, unless
extended (such time and date, as the same may be extended, the
"Withdrawal Date"), but not thereafter. Holders tendering their
Notes will be required to consent to certain proposals (the
"Proposals"), which would (i) waive an alleged default under the
indenture asserted in a notice of default from the Trustee under
the indenture and its consequences; (ii) rescind the notice of
acceleration from the Trustee, which declared the full principal
amount of the Notes due and payable, and its consequences; (iii)
acknowledge Alliant Energy Corporation's assumption of the
obligations of Alliant Energy Resources under the indenture and the
Notes and Alliant Energy Resources' release from its obligations
under the indenture and the Notes; (iv) direct the Trustee to
dismiss litigation with respect to the Notes; (v) approve
amendments to the indenture that would eliminate substantially all
of the covenants and certain of the events of default contained in
the indenture; and (vi) authorize the Trustee and Alliant Energy
Corporation to execute a supplemental indenture to the indenture
that would effect the foregoing. Holders may not tender their Notes
without also delivering consents to the Proposals and may not
deliver consents to the Proposals without also tendering their
Notes. Approval of the Proposals requires the consent of holders of
a majority in principal amount of Notes outstanding. The tender
offer is not conditioned upon the receipt of consents necessary to
approve the Proposals. The total consideration for each Note
validly tendered and not validly withdrawn pursuant to the tender
offer is $40.00 per Note. (the "Total Consideration"). The Total
Consideration includes an early tender payment of $2.00 per Note
(the "Early Tender Payment"). Holders must validly tender and not
validly withdraw Notes on or prior to the Early Tender Date in
order to be eligible to receive the Total Consideration, paid in
cash, for such Notes purchased in the tender offer. Holders who
validly tender their Notes after the Early Tender Date and on or
prior to the Expiration Date will be eligible to receive, in cash,
the Purchase Price, which is equal to $38.00 per Note, representing
the Total Consideration less the Early Tender Payment. Holders
whose Notes are purchased in the tender offer will also be paid
accrued and unpaid interest from the last interest payment date to,
but not including, the settlement date for Notes purchased pursuant
to the tender offer, which will be promptly after the Early Tender
Date for Notes validly tendered (and not validly withdrawn) prior
to the Early Tender Date and promptly after the Expiration Date for
Notes validly tendered after the Early Tender Date and prior to the
Expiration Date. Alliant Energy Corporation intends to finance the
tender offer with borrowings under a $200 million term loan
facility it entered into in connection with the tender offer,
together with cash on hand. The tender offer and the consent
solicitation are made upon the terms and subject to the conditions
set forth in Alliant Energy Corporation's Offer to Purchase and
Consent Solicitation Statement dated September 16, 2009 (the "Offer
to Purchase") and the related Letter of Transmittal and Consent.
The tender offer and the consent solicitation are subject to
certain conditions, but the tender offer is not conditioned upon
any minimum principal amount of the Notes being tendered or upon
the receipt of consents necessary to approve the Proposals. Alliant
Energy Corporation reserves the right to waive any of the
conditions to, or to extend, amend or terminate at any time, the
tender offer and the consent solicitation. The Offer to Purchase
and related Letter of Transmittal and Consent contain important
information that should be read carefully before any decision is
made with respect to the tender offer and the consent solicitation.
Citi has been retained to serve as the dealer manager for the
tender offer and the consent solicitation. Citi can be contacted at
(800) 558-3745 (toll-free). Global Bondholder Services Corporation
is the information agent and the depositary for the tender offer
and the consent solicitation and can be contacted at (866) 807-2200
(toll-free) or (212) 430-3774 (collect). This release is for
informational purposes only and is neither an offer to purchase, a
solicitation of an offer to sell, or a solicitation of consents
with respect to, the Notes nor a recommendation regarding the
tender offer and/or consent solicitation. Holders should seek
advice from an independent financial advisor as to the suitability
of the transactions described herein for the individual concerned.
The tender offer and the consent solicitation are not being made to
holders of the Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. Accounting Charge
Associated with Tender Offer If Alliant Energy Corporation
purchases Notes in the tender offer, then Alliant Energy
Corporation will incur a non-cash charge based on the aggregate
principal amount of Notes purchased since the Notes are currently
carried on Alliant Energy Corporation's books at $6.60 per Note, or
$39 million in the aggregate. If all outstanding Notes were validly
tendered prior to the Early Tender Date and Alliant Energy
Corporation purchased all such Notes for the Total Consideration,
then Alliant Energy Corporation estimates it would incur an
after-tax charge of approximately $125 million, or $1.13 per share,
in the third quarter of 2009. Forward-Looking Statements This press
release and the documents referenced in this press release contain
or incorporate by reference "forward-looking statements." All
statements, other than statements of historical fact, included in
this press release and the documents referenced in this press
release, including statements regarding anticipated financial
performance, business strategy and management's plans and
objectives for future operations, are forward-looking statements.
These forward-looking statements can be identified as such because
the statements include words such as "expect" or other words of
similar import. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from those currently anticipated. Additional information concerning
factors that could cause actual results to differ materially from
those in the forward-looking statements is contained under "Risk
Factors" in Alliant Energy Corporation's most recent Annual Report
on Form 10-K and other documents that Alliant Energy Corporation
files from time to time with the Securities and Exchange
Commission. Numerous important factors described in the documents
referenced in this press release could affect the forward-looking
statements and could cause actual results to differ materially from
Alliant Energy Corporation's expectations. Alliant Energy
Corporation assumes no obligation, and disclaims any duty, to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise. Alliant
Energy is the parent company of two public utility companies -
Interstate Power and Light Company and Wisconsin Power and Light
Company - and of Alliant Energy Resources, LLC, the parent company
of Alliant Energy's non-regulated operations. Alliant Energy is an
energy-services provider with subsidiaries serving approximately 1
million electric and 400,000 natural gas customers. Providing its
customers in the Midwest with regulated electricity and natural gas
service is the company's primary focus. Alliant Energy,
headquartered in Madison, Wis., is a Fortune 1000 company traded on
the New York Stock Exchange under the symbol LNT. For more
information, visit the company's Web site at
http://www.alliantenergy.com/.
http://www.newscom.com/cgi-bin/prnh/20020405/LNTLOGO
http://photoarchive.ap.org/ DATASOURCE: Alliant Energy Corporation
CONTACT: Media, Rob Crain, +1-608-458-4469, or Investor Relations,
Susan Gille, +1-608-458-3956, both of Alliant Energy Corporation
Web Site: http://www.alliantenergy.com/
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