| [July 29, 2011] |
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Windsor Financing, LLC Announces Preliminary Results, Extension of the Expiration Time and Reinstatement of Withdrawal Rights for its Debt Tender Offers and Consent Solicitations
CHARLOTTE, N.C. --(Business Wire)--
Windsor Financing, LLC ("Windsor") today announced preliminary
results of its private offers to purchase for cash and solicitations of
consents (the "tender offers") with respect to its outstanding 5.881%
Senior Secured Bonds due 2017 (CUSIP Nos. 973582 AA 7 and U97006 AA 5)
(the "senior notes") and with respect to its outstanding 6.927%
Subordinated Secured Notes due 2016 (CUSIP No. 973582 AB 5) (the
"subordinated notes" and, together with the senior notes, the "notes").
As of 12:00 p.m., New York City time, on July 29, 2011, the original
aggregate face amount of senior notes tendered and not withdrawn was
$268,249,000, which represents 99.99% of the $268,500,000 original
aggregate face amount of senior notes outstanding, and the original
aggregate face amount of subordinated notes tendered and not withdrawn
was $52,000,000, which represents 100% of the original aggregate face
amount of subordinated notes outstanding.
Windsor also announced today that it has extended the expiration time of
the tender offers to 5:00 p.m., New York City time, on September 8, 2011.
In addition, Windsor announced that it is amending the terms of the
tender offers to reinstate withdrawal rights for a limited period to
permit withdrawals of tendered notes and revocation of consents during
the period (the "new withdrawal rights exercise period") from August 1,
2011 until 5:00 p.m., New York City time, on August 3, 2011 (the "new
withdrawal rights termination date"). Windsor also announced that it
reserves the right to further extend the expiration time for the tender
offers in the future for up to an additional 60 days for any reason
without granting any additional withdrawal rights.
The Consent Payment Deadline for the tender offers has not been amended,
and occurred at 5:00 p.m., New York City time, on June 1, 2011. Only
holders who validly tendered notes and delivered consents prior to the
Consent Payment Deadline and do not withdraw them will be eligible to
receive the Maximum Fixed Tender Price or the Make-Whole Price, which
includes the Fixed Tender Consent Payment or the Make-Whole Consent
Payment, respectively, as applicable. Holders of notes who have
previously tendered notes, and do not wish to withdraw such tendered
notes, do not need to take any action.
Full details of the terms and conditions of the tender offers for the
senior notes are included in an offers to purchase and consnt
solicitation statement (the "senior offers to purchase") and
accompanying consent and letter of transmittal, each dated May 11, 2011,
as amended hereby and by the supplement and amendment dated July 29,
2011 and Windsor's press releases with respect to the tender offers,
dated June 2, 2011 and July 7, 2011, (collectively, the "senior tender
documents") and full details of the terms and conditions of the tender
offers for the subordinated notes are included in an offers to purchase
(the "subordinated offers to purchase," together with the senior offers
to purchase, the "offers to purchase") and consent solicitation
statement and accompanying consent and letter of transmittal, each dated
May 11, 2011, as amended hereby and by the supplement and amendment
dated July 29, 2011 and Windsor's press releases with respect to the
tender offers, dated June 2, 2011 and July 7, 2011, (collectively, the
"subordinated tender documents" and, together with the senior tender
documents, the "tender documents"). Except as described in this press
release, the terms of the tender offers remain the same as set forth in
the applicable tender documents. Terms used but not defined herein have
the meaning assigned to them in the applicable tender documents, as
amended hereby.
Windsor's obligation to accept for purchase and to pay for notes validly
tendered and not withdrawn pursuant to the tender offers is subject to
the satisfaction or waiver of certain conditions, which are more fully
described in the tender documents.
Procedures for validly withdrawing tendered notes are set forth in the
applicable offers to purchase under the caption "Withdrawal of Tenders
and Revocation of Consents." A valid withdrawal of tendered notes will
constitute the concurrent valid revocation of such holder's related
consents.
Withdrawals of tendered notes may not be rescinded. Any notes validly
withdrawn will thereafter be deemed not validly tendered for purposes of
the tender offers. Validly withdrawn notes may, however, be retendered
by following the applicable procedures described in the offers to
purchase under the caption "Procedures for Tendering Notes and
Delivering Consents" at any time on or prior to 5:00 p.m., New York City
time, on September 8, 2011. However, holders that originally tendered
notes prior to the Consent Payment Deadline, but validly withdraw such
notes during the new withdrawal rights exercise period, will be eligible
to receive only the Basic Fixed Tender Price or the Modified Make-Whole
Price, as applicable, but not the Maximum Fixed Tender Price or the
Make-Whole Price, for any notes they validly retender on or prior to
September 8, 2011. Holders may not tender their notes pursuant to the
tender offers without delivering the related consents and may not
deliver consents without tendering their notes pursuant to the tender
offers.
The tender offers are directed only at, and the tender documents will
only be provided to, holders (A) who have previously delivered a
completed certification letter in the form previously provided to them
and (B) who meet the qualifications described therein (the "eligible
holders"), including that the holder is a "qualified institutional
buyer" as defined in Rule 144A under the Securities Act. Global
Bondholder Services Corporation ("GBS") is acting as Information Agent
and Depositary for the tender offers and consent solicitations. Eligible
holders with questions or who would like additional copies of the tender
documents may call GBS at telephone number (866) 973-7700.
This press release is neither an offer to purchase nor a solicitation of
an offer to sell the notes or any other securities. The tender offers
for the senior notes are made only by means of the senior tender
documents, which will only be made available to eligible holders. The
tender offers for the subordinated notes are made only by means of the
subordinated tender documents, which will only be made available to
eligible holders.
About Windsor
Windsor is a limited liability company which finances the operations of
certain electric and steam generating plants in the southeastern United
States.
Forward-Looking Statements
Certain statements contained in this press release may constitute
"forward-looking statements." All statements in this press release that
are not historical facts, including statements about our beliefs and
expectations, constitute forward-looking statements. These statements
are based on current plans, estimates and projections, and are subject
to change based on a number of factors. Forward-looking statements speak
only as of the date they are made, and we undertake no obligation to
update publicly any of them in light of new information or future events.

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