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ELWOOD ENERGY LLC: Receipt of Requisite Consents and Expiration of Solicitation of Consents Relating to the 8.159% Senior Secured Bonds due 2026 (CUSIP No. 290408AB9)



SCHAUMBURG, Ill., Oct. 2, 2017 /PRNewswire/ -- Elwood Energy LLC, the owner of a 1,350 MW gas-fired electric generating facility located in Elwood, Illinois and a wholly-owned subsidiary of J-POWER USA Generation, L.P., announced today that holders of a majority of  its 8.159% Senior Secured Bonds due 2026 (CUSIP No. 290408AB9) (the "Bonds") have delivered valid consents (the "Requisite Consents") in connection with Elwood Energy LLC's previously announced consent solicitation for certain proposed amendments ("Proposed Amendments") to the Indenture for the Bonds (the "Indenture"). The terms and conditions of the Proposed Amendments are set forth in that certain Consent Solicitation Statement dated August 25, 2017, as amended by a supplement dated September 6, 2017 and a second supplement dated September 19, 2017 (the "Second Supplement") (as amended through and including the Second Supplement, the "Consent Solicitation Statement").  

The consent solicitation expired at 5:00 p.m., New York City time, on September 28, 2017, and revocation rights have been terminated. Elwood Energy LLC will promptly pay to each holder of Bonds who delivered (and did not revoke) a valid Letter of Consent (as defined in the Consent Solicitation Statement) prior to the Effective Time (as defined in the Consent Solicitation Statement), a cash payment of $40.00 per $1,000 in amortized principal amount of Bonds held by each consenting holder ("Consent Payment").

Following receipt of the Requisite Consents, Elwood Energy LLC and The Bank of New York Mellon Trust Company, N.A., as the trustee for the holders of the Bonds, executed a fourth supplemental indenture dated as of October 2, 2017 incorporating the Proposed Amendments to the Indenture. At that time, the Proposed Amendments effected by such fourth supplemental indenture became effective.

Elwood Energy LLC  intends to take the position that the  Consent Payment received by a consenting holder will result in a "significant modification" of such consenting holder's Bonds for United States federal income tax purposes, resulting in a deemed exchange of such consenting holder's Bonds. Such a deemed exchange would be a taxable event (unless a non-recognition provision were to apply). Holders should consult their own tax advisors regarding tax consequences of the consent solicitation.

Elwood Energy LLC has engaged MUFG Securities Americas Inc. to act as Solicitation Agent for the consent solicitation. Global Bondholder Services Corporation has been engaged to act as the Information and Tabulation Agent for the consent solicitation. Questions or requests for assistance or additional copies of the Consent Solicitation Statement, the Letter of Consent and related documents may be directed to Global Bondholder Services Corporation at +1 (866) 924-2200 (toll-free) or +1 (212) 430-3774 (for banks and brokers) or at contact@gbsc-usa.com.  A holder of Bonds may also contact the Solicitation Agent at +1 (212) 405-7481 or +1 (877) 744-4532, or such holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning this announcement.

This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. The consent solicitation was made solely by the Consent Solicitation Statement and was subject to the terms and conditions stated therein.

SOURCE J-Power USA Development Co., Ltd.


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