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PEORIA, Ill., Sept. 3 /PRNewswire-FirstCall/ -- CILCORP Inc., 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 8.700% senior notes due 2009 (CUSIP No. 171794 AE0) (the "2009
notes") and 9.375% senior bonds due 2029 (CUSIP No. 171794 AF7) (the "2029
notes" and, together with the 2009 notes, the "notes"). Currently $123,755,000
aggregate principal amount of the 2009 notes and $210,565,000 aggregate
principal amount of the 2029 notes are outstanding.
Concurrently with the tender offer, CILCORP is soliciting consents (the
"consent solicitation") from the holders of the notes to certain proposed
amendments (the "proposed amendments") to the indenture governing the notes
(the "indenture"). The proposed amendments would eliminate certain restrictive
covenants in the indenture and the notes.
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 September 3, 2008 ("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
September 30, 2008, 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 2009
consideration or the total 2029 consideration, as applicable (each as defined
below) will be 5:00 p.m., New York City time, on September 16, 2008, unless
extended (as so extended, the "consent date").
-- The total consideration for each $1,000 principal amount of 2009 notes
validly tendered on or prior to the consent date, and not validly withdrawn,
and which is accepted, is $1,057.50 (the "total 2009 consideration"), which
includes a payment of $40.00 per $1,000 principal amount of such 2009 notes
tendered on or prior to the consent date (the "2009 consent payment").
Holders who tender 2009 notes after the consent date but before the expiration
date will only be eligible to receive the total 2009 consideration less the
2009 consent payment.
-- The total consideration for each $1,000 principal amount of 2029 notes
validly tendered on or prior to the consent date, and not validly withdrawn,
and which is accepted, is $1,230.00 (the "total 2029 consideration"), which
includes a payment of $50.00 per $1,000 principal amount of such 2029 notes
tendered on or prior to the consent date (the "2029 consent payment").
Holders who tender 2029 notes after the consent date but before the expiration
date will only be eligible to receive the total 2029 consideration less the
2029 consent payment.
-- Holders whose notes are accepted for payment in the tender offer will
receive any accrued but unpaid interest in respect of such purchased notes up
to, but not including, the settlement date for the tender offer and the
consent solicitation.
-- Tenders of notes may be validly withdrawn at any time prior to the
consent date. Notes tendered after the consent date may not be withdrawn.
-- Holders who tender their notes 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 a series of outstanding notes is required to effect the proposed
amendments with respect to such series. Holders cannot validly tender their
notes without delivering a consent, and cannot validly deliver a consent
without tendering their notes.
-- 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 Inc. is an Ameren Corporation subsidiary that operates as
a holding company for Central Illinois Light Company ("CILCO") and a
non-rate-regulated subsidiary. CILCO operates a rate-regulated electric and
natural gas transmission and distribution business and a non-rate-regulated
electric generation business through its subsidiary, AmerenEnergy Resources
Generating Company, all 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 1 million.
CILCO supplies electric service to 210,000 customers and natural gas service
to 213,000 customers. AmerenEnergy Resources Generating Company owns 1,074
megawatts of coal-fired electric generating capacity and 55 megawatts of
natural gas and oil-fired electric generating capacity.
SOURCE CILCORP Inc.
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