The Dayton Power and Light Company (the “Company”) announced
today the results of its previously announced tender offer (the
“Tender Offer”) to purchase for cash, subject to certain terms and
conditions, any and all of the outstanding State of Ohio
Collateralized Air Quality Development Revenue Bonds, 2006 Series A
(The Dayton Power and Light Company Project) (the “Project
Bonds”).
On May 26, 2017, the Company commenced the Tender Offer to
purchase the Project Bonds in accordance with the terms and
conditions set forth in the Offer to Purchase and related Letter of
Transmittal, each dated May 26, 2017 (together, the “Offer
Materials”). On September 13, 2006, the Company issued $100 million
aggregate principal amount of First Mortgage Bonds, 4.80% Pollution
Control Series 2006 due 2036 (the “Project First Mortgage Bonds,
4.80%”) to the Ohio Air Quality Development Authority (the
“Authority”) to evidence and secure the obligations of the Company
to repay the loan of the proceeds of the sale by the Authority of
$100 million aggregate principal amount of the Project Bonds,
issued pursuant to the Trust Indenture, dated as of September 1,
2006 (the “Project Bond Indenture”), between the Authority and The
Bank of New York Mellon (formerly The Bank of New York) (in such
capacity, the “Project Bond Indenture Trustee”), which Project
First Mortgage Bonds, 4.80% were assigned by the Authority to the
Project Bond Indenture Trustee as security for the payment of the
principal of and interest on the Project Bonds. The Project First
Mortgage Bonds, 4.80% are issued under the First and Refunding
Mortgage, dated as of October 1, 1935, between the Company and The
Bank of New York Mellon (formerly The Bank of New York (formerly
Irving Trust Company)) (in such capacity, the “First Mortgage
Indenture Trustee”) (as amended to date, the “First Mortgage
Indenture”).
As of 5:00 p.m., New York City time, on June 23, 2017 (the
“Offer Expiration Date”), $8.105 million aggregate principal amount
of the outstanding Project Bonds (representing approximately 8.11%
of the outstanding Project Bonds) had been tendered. The Company
has exercised its option to accept for payment those Project Bonds
that were validly tendered at or prior to the Offer Expiration
Date.
Holders who validly tendered their Project Bonds at or prior to
the Offer Expiration Date will receive an amount, paid in cash,
equal to the principal amount of such Project Bonds (the “Purchase
Price”). In addition to the Purchase Price, the Company is also
paying accrued and unpaid interest on the Project Bonds purchased
from the last interest payment date up to, but not including, the
settlement date for the Project Bonds purchased in the Tender
Offer.
The settlement date for such Project Bonds accepted for payment
is expected to occur in no event later than June 26, 2017, but may
change at the Company’s option and is subject to all conditions to
the Tender Offer having been satisfied or waived by the Company. In
accordance with the terms of the First Mortgage Indenture, upon the
purchase and settlement of such Project Bonds, an equal principal
amount of the Project First Mortgage Bonds, 4.80% will be deemed
paid once cancelled by the First Mortgage Indenture Trustee.
Closing of the Tender Offer is subject to the conditions described
in the Offer Materials. Full details of the terms and conditions of
the Tender Offers are set out in the Offer Materials.
D.F. King & Co., Inc. has been retained to serve as the
Tender Agent and Information Agent for the Tender Offer. The
Company has made the Tender Offer only by, and pursuant to, the
terms of the Offer Materials. None of the Company, the Tender Agent
or the Information Agent make any recommendation as to whether
holders should tender or refrain from tendering their Project Bonds
or when they should take such action. Holders must make their own
decision as to whether and when to tender Project Bonds and, if so,
the principal amount of the Project Bonds to tender.
This press release does not constitute an offer to purchase
securities or a solicitation of an offer to sell any securities or
an offer to sell or the solicitation of an offer to purchase any
new securities, nor does it constitute an offer or solicitation in
any jurisdiction in which such offer or solicitation is
unlawful.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934. These statements include, but are not limited
to, statements regarding management’s intents, beliefs and current
expectations and typically contain, but are not limited to, the
terms “anticipate,” “potential,” “expect,” “forecast,” “target,”
“will,” “would,” “intend,” “believe,” “project,” “estimate,” “plan”
and similar words. Such forward-looking statements include, but are
not limited to, the occurrence, timing and effect of the Tender
Offer and other similar matters. Forward-looking statements are not
intended to be a guarantee of future results, but instead
constitute current expectations based on reasonable assumptions.
Forecasted financial information is based on certain material
assumptions. These assumptions include, but are not limited to,
timing of events, accurate projections of market conditions and
regulatory rates, future interest rates, commodity prices,
continued normal levels of operating performance and electricity
volume at distribution companies and operational performance at
generation businesses consistent with historical levels, as well as
achievements of planned productivity improvements and incremental
growth investments at normalized investment levels and expected
rates of return.
Actual results could differ materially from those projected in
our forward-looking statements due to risks, uncertainties and
other factors. Important factors that could affect actual results
are discussed in the Company’s filings with the Securities and
Exchange Commission, including, but not limited to, the risks
discussed under Item 1A “Risk Factors” in the Company’s 2016 Annual
Report on Form 10-K. Readers are encouraged to read the Company’s
filings to learn more about the risk factors associated with the
Company’s businesses. The Company undertakes no obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Any security
holder who desires copies of the Company’s periodic reports filed
with the Securities and Exchange Commission may obtain copies
(excluding Exhibits) without charge by addressing a request to the
Office of the Secretary, DPL Inc., 1065 Woodman Drive, Dayton, Ohio
45432. Exhibits also may be requested, but a charge equal to the
reproduction cost thereof will be made. Copies of such reports also
may be obtained by visiting DPL’s website at www.dplinc.com.
About The Dayton Power and Light Company and The AES
Corporation
The Dayton Power and Light Company is the principal subsidiary
of DPL Inc. (DPL), a regional energy provider and an AES company.
DPL’s other significant subsidiaries include AES Ohio Generation,
LLC (AES Ohio Gen), Miami Valley Insurance Company (MVIC), and
Miami Valley Lighting, LLC (MVLt). The Dayton Power and Light
Company, a regulated electric utility, provides service to over
520,000 customers in West Central Ohio; AES Ohio Gen engages in the
operation of merchant peaking generation facilities; MVIC, a
captive insurance company, provides insurance services to DPL and
its subsidiaries, and MVLt maintains outdoor lighting to
governments and businesses. DPL, through its subsidiaries, owns and
operates approximately 3,000 megawatts of generation capacity, of
which 2,000 megawatts are coal-fired units and 1,000 megawatts are
solar, natural gas, battery storage and diesel peaking units. For
more information about the company, please visit www.dplinc.com.
Connect with DP&L at www.twitter.com/dpltoday,
www.linkedin.com/company/dayton-power-and-light, and at
www.facebook.com/DPLToday.
The AES Corporation (NYSE: AES) is a Fortune 200 global power
company. We provide affordable, sustainable energy to 17 countries
through a diverse portfolio of distribution businesses as well as
thermal and renewable generation facilities. Our workforce of
19,000 people is committed to operational excellence and meeting
the world’s changing power needs. AES’ 2016 revenues were $14
billion and AES owns and manages $36 billion in total assets. To
learn more, please visit www.aes.com. Follow AES on Twitter
@TheAESCorp.
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The Dayton Power and Light CompanyMary Ann Kabel,
937-224-5940
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