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CILCORP Inc. Announces Tender Offer and Consent Solicitation

PEORIA, Ill., Nov. 6 /PRNewswire-FirstCall/ -- CILCORP Inc. ("CILCORP"), a wholly owned subsidiary of Ameren Corporation (NYSE: AEE), announced today that it has commenced a cash tender offer (the "tender offer") for any and all of its outstanding 9.375% senior bonds due 2029 (CUSIP No. 171794 AF7) (the "bonds"). Currently $210,565,000 aggregate principal amount of bonds are outstanding.

Concurrently with the tender offer, CILCORP is soliciting consents (the "consent solicitation") from the holders of the bonds to certain proposed amendments (the "proposed amendments") to the indenture governing the bonds (the "indenture"). The proposed amendments would eliminate certain restrictive covenants in the indenture and the bonds.

The complete terms and conditions of the tender offer and the consent solicitation are set forth in an offer to purchase and consent solicitation statement dated November 6, 2009 ("offer to purchase") and the related letter of transmittal and consent. The following is a brief summary of certain key elements of the tender offer and the consent solicitation:

  • The tender offer will expire at midnight, New York City time, on December 7, 2009, unless extended or earlier terminated (as so extended or earlier terminated, the "expiration date").
  • The last date and time for holders to receive the total consideration (as defined below) will be 5:00 p.m., New York City time, on November 17, 2009, unless extended (as so extended, the "consent date").
  • The total consideration for each $1,000 principal amount of bonds validly tendered on or prior to the consent date, and not validly withdrawn, and which is accepted, is $1,210.00 (the "total consideration"), which includes a payment of $50.00 per $1,000 principal amount of the bonds tendered on, or prior to, the consent date (the "consent payment"). Holders who tender bonds after the consent date but before the expiration date will only be eligible to receive the total consideration less the consent payment.
  • Holders whose bonds are accepted for payment in the tender offer will receive any accrued but unpaid interest in respect of such purchased bonds up to, but not including, the settlement date for the tender offer and the consent solicitation.
  • Tenders of bonds may be validly withdrawn at any time prior to the consent date. Bonds tendered after the consent date may not be withdrawn.
  • Holders who tender their bonds will be deemed to have consented to the proposed amendments to the indenture, as described in the offer to purchase. The consent of the holders of not less than a majority in aggregate principal amount of outstanding bonds is required to effect the proposed amendments with respect to the bonds. Holders cannot validly tender their bonds without delivering consents and cannot validly deliver consents without tendering their bonds.
  • Consummation of the tender offer and the consent solicitation is subject to a number of conditions, including the absence of certain adverse legal and market developments and the receipt of the requisite consents to the proposed amendments. CILCORP has reserved the right to amend, extend, terminate, or waive any conditions to the tender offer and the consent solicitation at any time.

J.P. Morgan Securities Inc. is the Dealer Manager for the tender offer and the consent solicitation and may be contacted at 212-834-4802 (collect calls accepted) or toll free at 866-834-4666. Requests for documents may be directed to Global Bondholder Services Corporation, the Information Agent for the tender offer and the consent solicitation, at 212-430-3774 (collect calls accepted) or toll free at 866-857-2200.

This press release does not constitute an offer or an invitation by CILCORP to participate in the tender offer or the consent solicitation in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction. The tender offer and the consent solicitation are only being made pursuant to the offer to purchase and the related letter of transmittal and consent.

CILCORP is an Ameren Corporation subsidiary that operates as a holding company for Central Illinois Light Company ("CILCO") and a merchant generation subsidiary. CILCO operates a rate-regulated electric transmission and distribution business, a merchant electric generation business (through its subsidiary, AmerenEnergy Resources Generating Company) and a rate-regulated natural gas transmission and distribution business in Illinois. CILCO supplies electric and gas utility service to portions of central and east central Illinois in areas of 3,700 and 4,500 square miles, respectively, with an estimated population of 0.6 million. CILCO supplies electric service to 214,000 customers and natural gas service to 216,000 customers. AmerenEnergy Resources Generating Company, a merchant generation wholly owned subsidiary of CILCO, owns 1,125 megawatts of coal-fired electric generating capacity and has 15 megawatts of oil-fired electric generating capacity.

SOURCE: Ameren Corporation

Web site: http://www.ameren.com/