Allegheny Power 2014 Annual Report Download - page 50

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On March 31, 2014, FE, FES, AE Supply, FET and FE's other borrower subsidiaries entered into extensions and amendments to
the three existing multi-year syndicated revolving credit facilities. Each Facility was extended until March 31, 2019. The FE facility
was amended to increase the lending banks' commitments under the facility by $1 billion to a total of $3.5 billion and to increase
the individual borrower sublimit for FE by $1 billion to a total of $3.5 billion. The FES/AE Supply facility was amended to decrease
the lending banks' commitments by $1 billion to a total of $1.5 billion. The lending banks' commitments under the FET facility remain
at $1 billion and that facility was amended to increase ATSI's individual borrower sublimit to $500 million from $100 million and
TrAIL's individual borrower sublimit to $400 million from $200 million. FirstEnergy expensed approximately $5 million (FES -$3
million) of unamortized debt expense as a result of the amendments, included in Loss on Debt Redemptions in the Consolidated
Statement of Income for the year ended December 31, 2014.
On March 31, 2014, FE executed, and fully utilized, a new $1 billion variable rate term loan credit agreement with a maturity date
of March 31, 2019. The initial borrowing under the term loan, which took the form of a Eurodollar rate advance, may be converted
from time to time, in whole or in part, to alternate base rate advances or other Eurodollar rate advances. The proceeds from this
term loan reduced borrowings under the FE Facility.
During the first quarter of 2014, FG and NG remarketed approximately $235 million and $182 million, respectively, of PCRBs,
previously held by the companies. The NG PCRBs were remarketed with a fixed interest rate of 4% per annum and a mandatory
put date of June 3, 2019 and the FG PCRBs were remarketed with a fixed interest rate of 3.75% per annum and a mandatory put
date of December 3, 2018.
In addition, in the first quarter of 2014, FG and NG repurchased approximately $197 million and $16 million, respectively, of PCRBs,
which were subject to a mandatory tender. The PCRBs have been remarketed in the second and third quarter as described below.
Additionally, FG retired $50 million of PCRBs at maturity.
During the first quarter of 2014, AE Supply returned $500 million of capital to FE. Additionally, FE contributed $500 million of equity
to FES.
On April 1, 2014, PN and ME repurchased approximately $45 million and $29 million of PCRBs, respectively, which were subject
to a mandatory put on such date. The companies are currently holding the PCRBs for remarketing subject to future market and
other conditions. Additionally, on April 1, 2014, ME retired $150 million of long-term debt at maturity.
On May 19, 2014, FET issued $600 million of 4.35% senior notes due 2025 and $400 million of 5.45% senior notes due 2044.
Proceeds received from the issuance of the senior notes were used to (i) repay borrowings under its revolving credit facility and
the FirstEnergy unregulated companies' money pool; (ii) fund a capital contribution to ATSI; and (iii) for working capital needs and
other general business purposes.
On June 11, 2014, ME and PN issued $250 million of 4% senior notes due 2025 and $200 million of 4.15% senior notes due 2025,
respectively. Proceeds received from the issuance of the senior notes were used to repay ME and PN's borrowings under the
FirstEnergy revolving credit facility and the FirstEnergy regulated companies' money pool.
In addition, in the second quarter of 2014, FG and NG remarketed approximately $57 million and $164 million, respectively, of
PCRBs previously held by the companies. The bonds were remarketed with a fixed interest rate of 3.50% per annum and a mandatory
put date of June 1, 2020.
On September 25, 2014, ATSI issued $400 million of 5% senior notes due 2044. Proceeds received from the issuance of the senior
notes were used: (i) to fund capital expenditures, including capital expenditures related to its transmission investment plans; and
(ii) for working capital needs and other general business purposes.
Also during the third quarter, FG and NG remarketed approximately $140.1 million and $101 million, respectively, of PCRBs. Of the
total, approximately $45 million of PCRBs were remarketed by NG with a fixed interest rate of 3.63%, of which $15.5 million has a
mandatory put date of June 1, 2020 and $29.5 million has a mandatory put date of April 1, 2020. NG also remarketed $56 million
of PCRBs with a fixed interest rate of 3.95% and a mandatory put date of May 1, 2020; FG remarketed $50 million of PCRBs with
a fixed interest rate of 3.10% and a mandatory put date of March 1, 2019; and $90.1 million of PCRBs with a fixed interest rate of
3.00% and a maturity date of May 15, 2019.
On November 25, 2014, PE issued $200 million of 4.44% FMBs due November 15, 2044. Proceeds received from the issuance of
the FMBs were used: (i) to refinance PE's outstanding $175 million of 5.35% FMBs due November 15, 2014; (ii) to repay PE's
borrowings under the FirstEnergy regulated companies' money pool; and (iii) for other general business purposes.
On December 1, 2014, NG repurchased approximately $26 million PCRBs, which were subject to a mandatory put on such date.
NG is currently holding these PCRBs for remarketing subject to future market and other conditions.
On December 11, 2014, TrAIL issued $550 million of 3.85% senior notes due June 1, 2025. Proceeds received from the issuance
of the senior notes were used: (i) to repay TrAIL's outstanding $450 million of 4.00% senior notes due January 15, 2015; (ii) to fund
capital expenditures; and (iii) for working capital needs and other general business purposes.