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American Water Works Company, Inc. (NYSE: AWK) (“American Water”), the largest publicly traded U.S. water and wastewater utility company, today announced the expiration and final results of its 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 (the “Notes”). The Tender Offer was 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.
As of 11:59 p.m., New York City time, on Oct. 7, 2013 (the “Expiration Date”), $225,800,000 in aggregate principal amount of the Notes, representing approximately 30.1% of the aggregate outstanding principal amount of the Notes, was validly tendered and not validly withdrawn. The Company has accepted for purchase all Notes that were validly tendered and not validly withdrawn as of the Expiration Date. Payment for the Notes so purchased is expected to be made today, and the Notes so purchased will be cancelled.
"This tender offer enables us to meaningfully reduce our expected exposure to the capital markets in 2017," said William D. Rogers, Vice President and Treasurer, American Water.
As previously announced, holders who validly tendered and did not withdraw their Notes at or prior to 5:00 p.m., New York City time, on Sept. 23, 2013 (the "Early Tender Date"), will receive the Total Consideration (as defined in the Offer to Purchase) of $1,174.47 per $1,000 principal amount of Notes tendered, which includes an Early Tender Premium (as defined in the Offer to Purchase), for any Notes accepted for purchase. Holders who validly tendered (and did not validly withdraw) Notes after the Early Tender Date but at or prior to the Expiration Date will receive the Tender Offer Consideration (as defined in the Offer to Purchase) of $1,144.47 per $1,000 principal amount of Notes tendered, which is equal to the Total Consideration minus the Early Tender Premium, for any Notes accepted for purchase.