Item 7.01 Regulation FD Disclosure.
On January 27, 2022, The Cleveland Electric Illuminating Company ("CEI"), one of
the Ohio electric utility operating companies of FirstEnergy Corp. (the
"Company"), instructed the trustee to provide notice of redemption for all
remaining $150 million of CEI's 2.77% Senior Notes, Series A, due 2034 (the "CEI
Notes"). The redemption of the CEI Notes will take place on March 14, 2022 (the
"CEI Redemption Date"). The redemption price will be calculated three business
days prior to the CEI Redemption Date in accordance with the terms of the CEI
Notes and related indenture.
Additionally, on January 27, 2022, The Toledo Edison Company ("TE"), one of the
Company's Ohio electric utility operating companies, instructed the trustee to
provide notice of redemption for $25 million of the $150 million outstanding of
TE's 2.65% Senior Secured Notes due 2028 (the "TE Notes" and, along with the CEI
Notes, the "Notes"). The partial redemption of the TE Notes will take place on
February 11, 2022 (the "TE Redemption Date"). The redemption price will be
calculated three business days prior to the TE Redemption Date in accordance
with the terms of the TE Notes and related indenture.
This Form 8-K is for informational purposes only and is neither an offer to buy
nor a solicitation to sell any of the Notes. The foregoing does not constitute a
notice of redemption under the indentures governing the Notes and is qualified
in its entirety by the redemption notices that will be distributed to the
holders of the Notes. A notice of redemption setting forth the redemption
procedures will be provided to registered holders of the TE Notes by The
Depository Trust Company. A notice of redemption setting forth the redemption
procedures will be provided to registered holders of the CEI Notes by the
trustee.
The information set forth in this Item 7.01 of this Current Report on Form 8-K
is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any of the Company's filings under the Securities
Act of 1933 or the Securities Exchange Act of 1934, whether made before or after
the date hereof and regardless of any general incorporation language in such
filings, except to the extent expressly set forth by specific reference in such
a filing. The furnishing of this Item 7.01 of this Current Report on Form 8-K
shall not be deemed an admission as to the materiality of any information herein
that is required to be disclosed solely by reason of Regulation FD.
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Forward-Looking Statements: This Form 8-K includes forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 based
on information currently available to management. Such statements are subject to
certain risks and uncertainties and readers are cautioned not to place undue
reliance on these forward-looking statements. These statements include
declarations regarding management's intents, beliefs and current expectations.
These statements typically contain, but are not limited to, the terms
"anticipate," "potential," "expect," "forecast," "target," "will," "intend,"
"believe," "project," "estimate," "plan," and similar words. Forward-looking
statements involve estimates, assumptions, known and unknown risks,
uncertainties and other factors that may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements, which may
include the following: the potential liabilities, increased costs and
unanticipated developments resulting from governmental investigations and
agreements, including those associated with compliance with or failure to comply
with the Deferred Prosecution Agreement entered into on July 21, 2021 with the
U.S. Attorney's Office for the Southern District of Ohio; the risks and
uncertainties associated with government investigations regarding House Bill 6,
as passed by Ohio's 133rd General Assembly, and related matters, including
potential adverse impacts on federal or state regulatory matters, including, but
not limited to, matters relating to rates; the potential of noncompliance with
debt covenants in our credit facilities; the risks and uncertainties associated
with litigation, arbitration, mediation and similar proceedings; legislative and
regulatory developments, including, but not limited to, matters related to
rates, compliance and enforcement activity; the ability to accomplish or realize
anticipated benefits from our FE Forward initiative and our other strategic and
financial goals, including, but not limited to, maintaining financial
flexibility, overcoming current uncertainties and challenges associated with the
ongoing government investigations, executing our transmission and distribution
investment plans, greenhouse gas reduction goals, controlling costs, improving
our credit metrics, growing earnings, and strengthening our balance sheet
through the sale of a minority interest in FirstEnergy Transmission, LLC;
economic and weather conditions affecting future operating results, such as a
recession, significant weather events and other natural disasters, and
associated regulatory events or actions in response to such conditions;
mitigating exposure for remedial activities associated with retired and formerly
owned electric generation assets; the ability to access the public securities
and other capital and credit markets in accordance with our financial plans, the
cost of such capital and overall condition of the capital and credit markets
affecting us, including the increasing number of financial institutions
evaluating the impact of climate change on their investment decisions; the
extent and duration of the novel coronavirus, or COVID-19, pandemic and the
impacts to our business, operations and financial condition resulting from the
outbreak of COVID-19, including, but not limited to, disruption of businesses in
our territories and governmental and regulatory responses to the pandemic; the
effectiveness of our pandemic and business continuity plans, the precautionary
measures we are taking on behalf of our customers, contractors and employees,
our customers' ability to make their utility payment and the potential for
supply-chain disruptions; actions that may be taken by credit rating agencies
that could negatively affect either our access to or terms of financing or our
financial condition and liquidity; changes in assumptions regarding economic
conditions within our territories, the reliability of our transmission and
distribution system, or the availability of capital or other resources
supporting identified transmission and distribution investment opportunities;
changes in customers' demand for power, including, but not limited to, the
impact of climate change or energy efficiency and peak demand reduction
mandates; changes in national and regional economic conditions, including
inflationary pressure, affecting us and/or our customers and those vendors with
which we do business; the risks associated with cyber-attacks and other
disruptions to our, or our vendors', information technology system, which may
compromise our operations, and data security breaches of sensitive data,
intellectual property and proprietary or personally identifiable information;
the ability to comply with applicable reliability standards and energy
efficiency and peak demand reduction mandates; changes to environmental laws and
regulations, including, but not limited to, those related to climate change;
changing market conditions affecting the measurement of certain liabilities and
the value of assets held in our pension trusts, or causing us to make
contributions sooner, or in amounts that are larger, than currently anticipated;
labor disruptions by our unionized workforce; changes to significant accounting
policies; any changes in tax laws or regulations, or adverse tax audit results
or rulings; and the risks and other factors discussed from time to time in our
Securities and Exchange Commission ("SEC") filings and other similar factors.
Dividends declared from time to time on FirstEnergy's common stock and
outstanding preferred stock, if any, during any period may in the aggregate vary
from prior periods due to circumstances considered by FirstEnergy's board of
directors at the time of the actual declarations. A security rating is not a
recommendation to buy or hold securities and is subject to revision or
withdrawal at any time by the assigning rating agency. Each rating should be
evaluated independently of any other rating. These forward-looking statements
are also qualified by, and should be read in conjunction with the other
cautionary statements and risks that are included in FirstEnergy's filings with
the SEC, including, but not limited to, the most recent Annual Report on Form
10-K and any subsequent Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K. The foregoing review of factors also should not be construed as
exhaustive. New factors emerge from time to time, and it is not possible for
management to predict all such factors, nor assess the impact of any such factor
on FirstEnergy's business or the extent to which any factor, or combination of
factors, may cause results to differ materially from those contained in any
forward-looking statements. FirstEnergy expressly disclaims any obligation to
update or revise, except as required by law, any forward-looking statements
contained herein or in the information incorporated by reference as a result of
new information, future events or otherwise.
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