SUBSEQUENT EVENTS

On January 18, 2017, AE Supply and AGC entered into an asset purchase agreement to sell four of AE Supply’s natural gas generating plants in Pennsylvania and approximately 59% of AGC’s interests in a Virginia hydroelectric power station to Aspen. The power stations included in the sale have a total capacity of 1,572 MWs:


•	Bath County Hydro (713 MWs pumped-storage hydro) in Warm Springs, Va. (represents AE Supply’s indirect interest)


•	Springdale Generating Facility Units 1-5 (638 MWs natural gas) in Springdale Township, Pa.


•	Chambersburg Generating Facility Units 12-13 (88 MWs natural gas) in Guildford Township, Pa.


•	Gans Generating Facility Units 8-9 (88 MWs natural gas) in Springhill Township, Pa.


•	Hunlock Creek (45 MWs natural gas) in Hunlock Creek, Pa.

Under the terms of the agreement, the facilities would be purchased for an all cash purchase price of approximately $925 million. The transaction is expected to close in the third quarter of 2017 subject to satisfaction of various customary and other closing conditions, including, without limitation, receipt of regulatory approvals, third party consents and the satisfaction and discharge of AE Supply’s senior note indenture, under which there is approximately $305 million aggregate principal amount of indebtedness outstanding. There can be no assurance that any such approvals will be obtained and/or any such conditions will be satisfied or that such sale will be consummated. Further, the satisfaction and discharge of AE Supply’s senior note indenture in connection with the closing is expected to require the payment of a “make-whole” premium calculated just prior to the redemption, which based on current interest rates is approximately $100 million. It is expected that proceeds from the sale will be invested in the unregulated money pool and may be used for the repayment of debt and general corporate purposes.

As a further condition to closing, FE will provide Aspen two limited guaranties of certain obligations of AE Supply and AGC arising under the purchase agreement. The guaranties vary in amount and scope and expire in one and three years, respectively.

On February 16, 2017, FE entered into two separate $125 million three-year term loan credit agreements with Bank of America, N.A. and The Bank of Nova Scotia, respectively, the proceeds of which were used to reduce short-term debt. The terms and conditions of these new credit agreements are substantially similar to the December 6, 2016, $1.2 billion five-year syndicated term loan credit agreement.