American Water Works Company, Inc. (NYSE:AWK) (“American Water”), the largest publicly traded U.S. water and wastewater utility company, today announced that pursuant to the previously announced tender offer (the “Tender Offer”) by its wholly owned subsidiary, American Water Capital Corp. (“AWCC”) to purchase for cash up to $300,000,000 aggregate principal amount of outstanding 6.085% Senior Notes due 2017 (CUSIP No. 03040WAB1) (the “Notes”), a total of $225,795,000 principal amount of Notes were validly tendered and not withdrawn by 5:00 p.m., New York City time, on Sept. 23, 2013 (the “Early Participation Date”). The Tender Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”), dated Sept. 10, 2013, and the related Letter of Transmittal.
The following table sets forth some of the terms of the Tender Offer, which are more fully set forth in the Offer to Purchase and Letter of Transmittal.
|Principal Amount Outstanding|| Reference U.S.
|Bloomberg Reference Page|| Fixed
|Early Participation Payment(1)(2)|
|$750,000,000||1.5% U.S. Treasury Note due August 31, 2018||FIT1||17 bps||$30|
(1) For each $1,000 principal amount of Notes validly tendered.
(2) Included in the total consideration for Notes validly tendered and not validly withdrawn at or prior to the Early Participation Date.
Holders of Notes who validly tendered their Notes by the Early Participation Date and whose Notes are accepted for payment will receive the previously announced Total Consideration as determined by reference to a fixed spread specified over the yield based on the bid side price of the U.S. Treasury Security identified on the front page of the Offer to Purchase and in the table above, as calculated by the Dealer Manager at 1:00 p.m., New York City time, on Sept. 24, 2013. Holders of Notes who validly tender their Notes after the Early Participation Date and prior to 11:59 p.m., New York City time, on October 7, 2013 (the “Expiration Date”), unless extended or earlier terminated, and whose Notes are accepted for purchase pursuant to the Tender Offer will receive the previously announced Tender Offer Consideration, which is equal to the Total Consideration less the Early Participation Payment set forth in the table above. In addition to the Total Consideration or Tender Offer Consideration, as applicable, holders of Notes accepted for payment will receive accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the Payment Date. If the aggregate principal amount of Notes validly tendered exceeds $300,000,000, proration will occur. The Payment Date is expected to occur promptly after the Expiration Date and is expected to be October 8, 2013.
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