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Pepco Holdings, Inc. Announces Pricing of Tender Offer for Any and All of its 6.45% Senior Notes due 2012

^{Published on 2010-06-30 14:05:34 - Market Wire}
 

WASHINGTON--([ BUSINESS WIRE ])--Pepco Holdings, Inc. (NYSE:POM) (the aCompanya) announced today the determination of the pricing for its previously announced cash tender offer to purchase any and all of its 6.45% Senior Notes due 2012 (the "Any and All Notes") and consent solicitation from the holders of the Any and All Notes to amend the indenture for the Any and All Notes.

The terms and conditions of the tender offer for the Any and All Notes are described in the Offer to Purchase dated June 21, 2010, previously distributed to holders of the Any and All Notes. The tender offer is subject to certain conditions including the completion of the Companya™s pending sale of its wholesale power generation business to Calpine Corporation, which currently is expected to close on or about July 1, 2010.

The tender offer and related solicitation of consents will expire at 11:59 p.m., New York City time, on July19, 2010 (such date and time, as it may be extended, the aExpiration Datea), unless earlier terminated by the Company.

Holders of Any and All Notes that are validly tendered on or prior to 5:00 p.m., New York City time, on July 1, 2010 (such date and time, as it may be extended, the aEarly Tender Datea) and not subsequently validly withdrawn, and that the Company accepts for purchase, will receive as consideration for their Any and All Notes an amount equal to $1,113.46 for each $1,000 principal amount of Any and All Notes (the aTotal Considerationa). The Total Consideration includes a $30.00 payment for each $1,000 principal amount of Any and All Notes accepted for purchase (the aEarly Tender Considerationa).

The Total Consideration was determined by reference to the fixed spread over the yield based on the bid-side price of the U.S. Treasury Security (the "Reference Yield"), as calculated by the dealer managers, at 2:00 p.m., New York City time, today. The formula used to determine the Total Consideration is set forth in Schedule A of the Offer to Purchase. The following table sets forth some of the pricing terms for the Any and All Notes:

Holders of Any and All Notes that are validly tendered after the Early Tender Date, but on or prior to the Expiration Date (or that are validly tendered on or prior to the Early Tender Date and subsequently validly withdrawn and validly retendered after the Early Tender Date), will receive $1,083.46 for each $1,000 principal amount of Any and All Notes (the aTender Offer Considerationa), which is equal to the Total Consideration minus the Early Tender Consideration.

Payments for the Any and All Notes purchased by the Company will include accrued and unpaid interest from and including the last interest payment date up to, but not including, the applicable settlement date.

The Company may, at its option, accept for payment Any and All Notes validly tendered on or prior to the Early Tender Date at any time after the Early Tender Date and prior to the Expiration Date (an aEarly Acceptance Datea). If the Company elects to have an Early Acceptance Date, the Company expects to purchase all Any and All Notes validly tendered on or prior to the Early Tender Date promptly following the Early Tender Date.

Holders who tender either Any and All Notes on or prior to 5:00 p.m., New York City time, on July 1, 2010 (such date and time, as it may be extended, the aWithdrawal Deadlinea) may withdraw such tendered Notes at any time on or prior to the Withdrawal Deadline. Following the Withdrawal Deadline, holders who have tendered Any and All Notes (whether before, on or after the Withdrawal Deadline) may not withdraw such Notes, except as described in the Offer to Purchase or as permitted by law.

The complete terms and conditions of the tender offer are set forth in the Offer to Purchase and a Letter of Transmittal, along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the tender offer. Copies of the Offer to Purchase and the Letter of Transmittal may be obtained from Global Bondholder Services Corporation, the depositary and information agent for the tender offer, at (212) 430-3774 (banks and brokers) or (866) 470-4300 (all others). Questions regarding the tender offer also may be directed to the dealer managers for the tender offer, Citi at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), J.P. Morgan at (866) 834-4666 (toll-free) or (212) 834-4802 (collect) or Wells Fargo Securities at (866) 309-6316 (toll-free) or (704) 715-8341 (collect).

This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Company is making the tender offer only by, and pursuant to the terms of, the Offer to Purchase and a Letter of Transmittal. The tender offer is not being made 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. None of the Company, the depositary and information agent, the dealer managers or the trustee with respect to the Any and All Notes, or any of the Companya™s or their respective affiliates, makes any recommendation as to whether holders should tender or refrain from tendering, all or any portion of their notes in response to the tender offer.

Pepco Holdings, Inc. (NYSE: POM) is one of the largest energy delivery companies in the Mid-Atlantic region, serving about 1.9 million customers in Delaware, the District of Columbia, Maryland and New Jersey . PHI subsidiaries Pepco, Delmarva Power and Atlantic City Electric provide regulated electricity service; Delmarva Power also provides natural gas service. PHI provides competitive wholesale generation services through Conectiv Energy.PHI also provides retail energy savings and renewable services through Pepco Energy Services.