The Company intends to use the net proceeds from the issuance and sale of the Notes to fund (i) the previously announced acquisition (the "Acquisition") by which the Company will indirectly acquire 2,451 megawatts of capacity consisting of the Lawrenceburg Power Plant (1,120 megawatts), the Waterford Energy Center (875 megawatts) and the Darby Generation Station (456 megawatts), and (ii) the redemption in full of the Company's outstanding 8.625% Senior Secured Notes due 2030. The Acquisition is being made pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated January 15, 2026, among TEC, Buckeye CG Holdings, LLC, an indirect wholly owned subsidiary of TEC, certain other indirect wholly owned subsidiaries of TEC, Cornerstone Generation Holdings, LP, ECP Generation Holdings GP, and other affiliates of Cornerstone Generation Holdings, LP.
In the event the Acquisition is not consummated on or prior to January 15, 2027 (which date is subject to extension to July 15, 2027 pursuant to the terms of the Merger Agreement) (the "Outside Date"), the Notes will be subject to a special mandatory redemption. In the event that the Acquisition has not been consummated by the Outside Date, $1,050,000,000 in aggregate principal amount of the 2031 Notes and $1,750,000,000 in ...