TECO Energy files registration statement relating to recent 144A offering and universal shelf registration statement with the Securities and Exchange Commission
TAMPA, December 20, 2002
A current report on Form 8-K with reclassified 2001 results also filed
Tampa, FL, December 20, 2002 - TECO Energy (NYSE:TE) announced that it has filed an Exchange Offer Registration Statement with the Securities and Exchange Commission (SEC), as is customary following the company’s recent issuance of $380 million of 5-year notes in a Rule 144A offering. At the same time, the company has filed a $599 million universal shelf registration statement, consistent with the company’s routine business practices.
The Exchange Offer Registration Statement was required under the Registration Rights Agreement entered into at the time of the issuance of the 144A notes in November 2002. After this registration statement is declared effective, holders of the notes, which currently have transfer restrictions, generally may exchange the notes for like amounts of Exchange Notes with identical terms, except the Exchange Notes will not contain the transfer restrictions.
The company also filed a $599 million Universal Shelf Registration statement for the sale of debt, equity and hybrid securities. Approximately $99 million of this registration statement is the capacity remaining on TECO Energy’s existing shelf registration statement.
Senior vice president-Finance and chief financial officer Gordon Gillette said, “This shelf registration statement is a routine filing for TECO Energy because, like other companies, we want to maintain financial flexibility at all times. It represents no change to our announced plans for 2003. Even though we do not expect to access the debt or equity markets next year, this filing provides TECO Energy the flexibility to access the capital markets in the future without any delay associated with SEC registration or approval.”
The registration statements have been filed with the SEC but have not yet become effective. The securities covered by the registration statements may not be sold nor may offers to buy such securities be accepted prior to the times the registration statements become effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification of the securities laws of any state.
In connection with these filings, the company is re-issuing in updated format its full-year 2001 financials to reflect accounting changes which were initially disclosed in its third quarter 10-Q filing. The third quarter 10-Q filing included the announcement of the intention to sell the coalbed methane assets and a change in the accounting for revenues from the energy marketing operations at Prior Energy and TECO Gas Services to reflect newly issued accounting requirements. The filing of updated 2001 financials provides full year historical information for 2001, 2000 and 1999; total net income and earnings per share for these periods are unchanged.
TECO Energy (NYSE: TE) is a diversified, energy-related holding company headquartered in Tampa. Its principal businesses are Tampa Electric, Peoples Gas, TECO Power Services, TECO Transport, TECO Coal and TECO Solutions.
Note: This press release contains forward-looking statements, which are subject to the inherent uncertainties in predicting future results and conditions. These forward-looking statements include references to the company's announced financing plan. Certain factors that could cause actual results to differ materially from those projected in these forward- looking statements include the following: TECO Energy's ability to successfully complete the sale of its coalbed methane gas assets, monetization of its synthetic fuel and gasification facilities, and other actions identified in its new business plan; energy price changes affecting TPS' merchant plants; TPS' ability to sell the output of the merchant plants operating or under construction at a premium to the forward curve prices and to obtain power contracts to reduce earnings volatility; any unanticipated need for additional capital that might result from lower than expected cash flow or higher than projected capital requirements; and TECO Energy's ability to maintain credit ratings sufficient to avoid posting letters of credit relating to its construction loans and to avoid providing additional assurances to counterparties. Others factors include: general economic conditions, particularly those in Tampa Electric's service area affecting energy sales; weather variations affecting energy sales and operating costs; potential competitive changes in the electric and gas industries, particularly in the area of retail competition; regulatory actions affecting Tampa Electric, Peoples Gas System or TECO Power Services; commodity price changes affecting the competitive positions of Tampa Electric and Peoples Gas System, as well as the margins at TECO Coal; changes in and compliance with environmental regulations that may impose additional costs or curtail some activities; TPS' ability to successfully construct, finance and operate its projects on schedule and within budget; the ability of TECO Energy's subsidiaries to operate equipment without undue accidents, breakdowns or failures; interest rates, credit ratings an other factors that could impact TECO Energy's ability to obtain access to sufficient capital on satisfactory terms; and TECO Coal's ability to successfully operate its synthetic fuel production facilities in a manner qualifying for Section 29 federal income tax credits, the use of which could be limited by taxable income or changes in law, regulation or administration. These factors and others are discussed more fully under "Investment Considerations" in the company's Current Report on Form 8-K filed on December 19, 2002.