FirstEnergy (FE) Announces Proposed $1.8B in Convertible Senior Notes Offerings

FirstEnergy Corp. (NYSE: FE) ("FirstEnergy") announced today that it intends to offer, subject to market and other conditions, $950 million aggregate principal amount of convertible senior notes due 2029 (such series, the "2029 Notes") and $850 million aggregate principal amount of convertible senior notes due 2031 (such series, the "2031 Notes" and, together with the 2029 Notes, the "Notes") in a private placement under the Securities Act of 1933, as amended (the "Securities Act"). FirstEnergy also intends to grant to each of the initial purchasers of the Notes an option to purchase, within a 13-day period from, and including, the date on which the convertible notes are first issued, up to an additional $150 million aggregate principal amount of the 2029 Notes and an additional $150 million aggregate principal amount of the 2031 Notes.

FirstEnergy intends to use the net proceeds from the offering of the Notes for (i) the repurchase of all or a portion of the $1.5 billion aggregate principal amount outstanding of its 4.00% convertible senior notes due May 1, 2026, (ii) the repayment, redemption or refinancing of existing indebtedness, (iii) general corporate purposes, or (iv) any combination of the foregoing. FirstEnergy's management will have broad discretion in determining how the net proceeds from the offering will be used.

The Notes will be unsecured and unsubordinated obligations of FirstEnergy, and will be convertible at the option of the holders of each series of Notes upon satisfaction of certain conditions and during certain periods. Interest will be payable semiannually in arrears. FirstEnergy will settle conversions of the Notes by paying cash up to the aggregate principal amount of the convertible notes to be converted and paying or delivering, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted. The interest rate, initial conversion rate and other terms of each series of Notes will be determined at the pricing of the offering.

The offering is being made to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. Any offers of the Notes will be made only by means of a private offering memorandum. None of the Notes or any shares of the common stock issuable upon conversion of the Notes have been or are expected to be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This news release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any shares of common stock issuable upon conversion of the Notes, nor will there be any sale of the Notes or any such shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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