Sierra Pacific Power Company d/b/a NV Energy ("Sierra Pacific”), a
wholly-owned subsidiary of NV Energy, Inc. (NYSE:NVE), announced today
that it is offering to purchase for cash (the "Tender Offer”) up to $75
million aggregate principal amount (the "Offer Cap”) of its 6.750%
General and Refunding Mortgage Notes, Series P, due 2037 (the "Notes”).
The following table describes the series of Notes and selected terms
subject to the Tender Offer:
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Title of Security
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CUSIP Number
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Principal Amount Outstanding
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Minimum spread
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Maximum Spread
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UST Reference Security
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Bloomberg Reference Page
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Early Tender Payment(1)
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6.750% General and Refunding Mortgage Notes, Series P, due 2037
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826418BE4
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$325,000,000
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|
155
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|
180
|
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4.375% due November 15, 2039
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PX1
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$40
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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(1) Per $1,000 principal amount of Notes accepted for
purchase.
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On the terms and subject to the conditions of the Tender Offer, Sierra
Pacific is offering to purchase for cash an aggregate principal amount
of Notes up to the Offer Cap at a price (the "Total Consideration”) per
$1,000 principal amount equal to an amount that would reflect, as of the
date of purchase, a yield to the maturity date of the Notes equal to the
sum of (i) the yield to maturity of the U.S. Treasury reference security
listed in the table above (the "UST Reference Security”) for the Notes
(the "Reference Yield”), plus (ii) a spread that is not less than the
minimum spread or greater than the maximum spread listed in the table
above, as determined by the modified "Dutch Auction” procedure described
below, minus accrued and unpaid interest thereon to, but not including,
the date of purchase.
Under the modified "Dutch Auction” procedure, Sierra Pacific will accept
Notes validly tendered in the order of highest to lowest spreads (within
the range set forth above) specified by the holders and will select the
single highest spread so specified as the "Clearing Spread” that, when
added to the Reference Yield and applied to determine the Total
Consideration, will enable Sierra Pacific to purchase Notes in an
aggregate principal amount up to the Offer Cap (or, if Notes having an
aggregate principal amount less than the Offer Cap are validly tendered,
then all Notes so tendered). Sierra Pacific will pay the same Total
Consideration (less the Early Tender Payment (as defined below) for
Notes tendered after the early tender date identified below) for all
Notes validly tendered at or above the Clearing Spread and accepted for
purchase. If the aggregate amount of Notes validly tendered at or above
the Clearing Spread and not validly withdrawn exceeds the Offer Cap,
then, subject to the terms and conditions of the Tender Offer, Sierra
Pacific will accept for purchase, first, all Notes validly tendered at
spreads above the Clearing Spread and, thereafter, the Notes validly
tendered at the Clearing Spread on a prorated basis according to the
principal amount of such Notes.
The early tender date for the Tender Offer is 5:00 p.m., New York City
time, December 7, 2009, unless extended or earlier terminated by Sierra
Pacific. The expiration date for the Tender Offer is Midnight, New York
City time, December 21, 2009, unless extended or earlier terminated by
Sierra Pacific. Notes that are validly tendered at or prior to the early
tender date, and not subsequently validly withdrawn and accepted for
purchase, will receive the Total Consideration. Notes that are validly
tendered after the early tender date and on or before the expiration
date and accepted for purchase will receive the "Tender Offer
Consideration,” which is equal to the Total Consideration minus an
amount in cash equal to $40 per $1,000 principal amount of Notes (the
"Early Tender Payment”). In addition, Sierra Pacific will pay accrued
and unpaid interest to, but not including the date of purchase.
The last time for holders to validly withdraw tenders of Notes is 5:00
p.m., New York City time, December 7, 2009, unless extended or earlier
terminated by Sierra Pacific.
Sierra Pacific currently intends to fund the Tender Offer with cash on
hand and/or with funds borrowed under its revolving credit facility.
Sierra Pacific may amend, extend or terminate the Tender Offer at any
time. In addition, Sierra Pacific reserves the right to increase the
Offer Cap for the Notes at any time, which could result in purchasing a
greater principal amount of Notes in the Tender Offer.
The complete terms and conditions of the Tender Offer are set forth in
the Offer to Purchase dated November 23, 2009, and in the accompanying
Letter of Transmittal that are being sent to holders of the Notes.
Holders are urged to read these Tender Offer documents carefully before
making any decision with respect to the Tender Offer. Copies of the
Offer to Purchase and Letter of Transmittal may be obtained from the
Information Agent for the Tender Offer, Global Bondholder Services
Corp., at (866) 795-2200 (toll-free) or (212) 430-3774 (collect).
Goldman, Sachs & Co. is serving as the Dealer Manager for the Tender
Offer. Persons with questions regarding the Tender Offer should contact
Goldman, Sachs & Co. at: (800) 828-3182 (toll-free) or (212) 357-4692
(collect).
This press release is neither an offer to purchase nor a solicitation to
buy any of these Notes nor is it a solicitation for acceptance of the
Tender Offer. Sierra Pacific is making the Tender Offer only by, and
pursuant to the terms of, the Offer to Purchase and the related 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 Sierra Pacific, the Dealer Manager or the Information Agent makes any
recommendation in connection with the Tender Offer.
About Sierra Pacific and NV Energy, Inc.
Sierra Pacific is a regulated public utility engaged in the
distribution, transmission, generation, purchase and sale of electric
energy and natural gas in northern Nevada. Sierra Pacific provides
electricity to approximately 366,000 residential and business customers
in a 50,000 square mile service area in western, central and
northeastern Nevada, including the cities of Reno, Sparks, Carson City
and Elko, and a portion of eastern California, including the Lake Tahoe
area. Sierra Pacific also provides natural gas service in Nevada to
approximately 149,000 customers in an area of about 600 square miles in
Nevada’s Reno/Sparks area. On April 22, 2009, Sierra Pacific entered
into an agreement to sell its California electric distribution and
generation assets to California Pacific Electric Company. Sierra
Pacific’s California electric utility system serves approximately 47,000
retail electric customers in eastern California. Sierra Pacific expects
the transaction to close in 2010, following required approvals by the
California Public Utility Commission, the PUCN, the FERC, and
Hart-Scott-Rodino Antitrust Improvements Act review.
Headquartered in Las Vegas, NV Energy, Inc. is a holding company whose
principal subsidiaries, Nevada Power Company and Sierra Pacific Power
Company, are doing business as NV Energy. Serving a combined
54,500-square-mile service territory that stretches north to south from
Elko to Laughlin, NV Energy provides a wide range of energy services and
products to approximately 2.4 million citizens of Nevada as well as
approximately 40 million tourists annually.
Forward-Looking Statements Disclosure
This press release may contain forward-looking statements regarding
the future performance of Sierra Pacific Power Company d/b/a NV Energy
within the meaning of the Private Securities Litigation Reform Act of
1995.
These statements are subject to a variety of risks and
uncertainties that could cause actual results to differ materially from
current expectations.
These risks and uncertainties include, but
are not limited to, Sierra Pacific Power Company’s continuing ability to
borrow under its credit facility to pay for the Notes tendered pursuant
to the Tender Offer.
Additional cautionary statements regarding
other risk factors that could have an effect on the future performance
of Sierra Pacific Power Company are contained in NV Energy Inc.’s and
Sierra Pacific Power Company’s Annual Reports on Form 10-K for the year
ended December 31, 2008 and Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2009, June 30, 2009 and September 30, 2009,
both filed with the Securities and Exchange Commission.
NV
Energy, Inc. and Sierra Pacific Power Company undertake no obligation to
release publicly the result of any revisions to these forward-looking
statements that may be made to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.