INDIANTOWN, Fla.--()--Indiantown Cogeneration, L.P. (the “Partnership”) and Indiantown Cogeneration Funding Corporation (the “Company” and, together with the Partnership, the “Issuers”), announced today that the Issuers are soliciting (the “Consent Solicitation”) consents from holders of their outstanding 9.77% First Mortgage Bonds Series A-10, due December 15, 2020 (CUSIP No. 455665AK5) (the “First Mortgage Bonds”), upon the terms and subject to the conditions set forth in the Consent Solicitation Statement dated February 15, 2013 (the “Consent Solicitation Statement”), to certain proposed amendments (the “Proposed Amendments”) to the indenture governing the First Mortgage Bonds (the “Indenture”).
Terms of the Consent Solicitation
The Proposed Amendments
The Proposed Amendments will (i) authorize the refinancing of existing tax-exempt bonds consisting of $113,000,000 of Industrial Development Refunding Revenue Bonds (Indiantown Cogeneration, L.P. Project) Series 1994A of the Martin County Industrial Development Authority (the “Authority”) and $12,010,000 of the Authority’s Industrial Development Refunding Revenue Bonds (Indiantown Cogeneration, L.P. Project) Series 1994B with new subordinated tax-exempt indebtedness (the “New Subordinated Bonds”) and (ii) simplify the tests for the incurrence of additional permitted indebtedness by the Partnership under the Indenture.
If the Required Consents (as defined below) are validly delivered and not validly revoked, the Partnership, Indiantown Cogeneration Funding Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture, will enter into a supplemental indenture (the “Supplemental Indenture”) including the Proposed Amendments. However, the Proposed Amendments will only become effective upon the closing of the New Subordinated Bonds. In the event that the Issuers do not receive the Required Consents or the offering of the New Subordinated Bonds does not close for any reason, the Indenture will remain in effect in its current form.
Required Consents and Consent Date
The Supplemental Indenture will become effective only if the consents of the holders of a majority of the aggregate principal amount of the outstanding First Mortgage Bonds have been validly delivered and have not been validly revoked (the “Required Consents”) and the other conditions described in the Consent Solicitation Statement have been either satisfied or waived by the Issuers. Consents may be revoked at any time on or prior to the earlier of the Expiration Time (as defined below) and the date that the Required Consents have been received (the “Consent Date”).
The Consent Solicitation will expire at 5:00 p.m. New York Time on February 28, 2013, unless extended or terminated (the “Expiration Time”). The Issuers reserve the right to terminate or extend the Consent Solicitation in their sole discretion.
The record date for a holder of First Mortgage Bonds to be eligible to submit a consent is February 14, 2013 (the “Record Date”).
Holders of First Mortgage Bonds as of the Record Date who validly deliver their consent prior to the Expiration Time and do not validly revoke their consent prior to the Consent Date will be eligible to receive a consent fee of $1.50 in cash per $1,000 principal amount of First Mortgage Bonds subject to the satisfaction of the conditions set forth in the Consent Solicitation Statement, including the closing of the New Subordinated Bonds. The Partnership will pay the consent fee promptly after the closing of the New Subordinated Bonds.
Any inquiries regarding the Consent Solicitation may be directed to D.F. King & Co., Inc., the Information, Tabulation and Paying Agent for the Consent Solicitation, at 1-800-859-8509 or to Morgan Stanley & Co. LLC, the Solicitation Agent for the Consent Solicitation, at 1-800-624-1808.
About the Issuers
The Partnership is a special purpose Delaware limited partnership formed on October 4, 1991 for the purpose of developing, constructing and operating an approximately 330 megawatt (net) pulverized coal-fired cogeneration facility located in Martin County, Florida. The Partnership’s general partners are Palm Power LLC and Indiantown Project Investment Partnership, L.P.. The limited partners of the Partnership are Thaleia, LLC and Toyan Enterprises, LLC. The Company is the Partnership’s special purpose financing subsidiary with nominal assets and no operations and is the co-issuer of the First Mortgage Bonds with the Partnership.