American Water Works Company, Inc. (NYSE: AWK) (“American Water”), the largest publicly traded U.S. water and wastewater utility company, today announced the consideration payable in respect to the previously announced cash 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”). 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 tender offer is scheduled to expire at 11:59 p.m., New York City time, on Oct. 7, 2013, unless extended or earlier terminated (such date and time, as the same may be extended, the “Expiration Date”).
As previously announced, holders who validly tendered (and did not validly withdraw) their Notes at or prior to 5:00 p.m., New York City time, on Sept. 23, 2013 (the “Early Participation Date”), will receive the Total Consideration as set forth in the table below, which includes an Early Participation Payment as set forth in the table below, for any Notes accepted for purchase. Holders who validly tender (and do not validly withdraw) Notes after the Early Tender Deadline but at or prior to the Expiration Date will be eligible to receive the Tender Offer Consideration, which is equal to the Total Consideration minus the Early Participation Payment and is set forth in the table below. The Total Consideration was calculated based on the Reference U.S. Treasury Security (as described in the Offer to Purchase) at 1:00 p.m. today, and is set forth in the table below.
|Principal Amount||Reference U.S.||Bloomberg||Fixed||Total||Early Participation||Tender Offer|
|Outstanding||Treasury Security||Reference Page||Spread||Consideration(1)||Payment(1)||Consideration(1)|
|$750,000,000||1.5% U.S. Treasury Note due August 31, 2018||FIT1||17 bps||$1,174.47||$30||$1,144.47|
|(1)||For each $1,000 principal amount of Notes validly tendered.|
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 Oct. 8, 2013.
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