FirstEnergy Transmission Offers $450 Million Senior Note Exchange to Meet Registration‑Rights Obligations

FE
December 05, 2025

FirstEnergy Transmission, LLC, a subsidiary of FirstEnergy Corp., is offering to exchange up to $450 million of its 4.750% senior notes due 2033 for an equal amount of newly registered 4.750% senior notes due 2033. The exchange offer, which will expire at 5:00 p.m. New York City time on January 7 2026, is designed to satisfy the company’s registration‑rights obligations under a prior issuance and is not a new financing transaction.

The exchange is a compliance‑driven debt restructuring that converts unregistered notes into registered securities, thereby improving transferability and reducing regulatory compliance costs. It is part of FirstEnergy Transmission’s broader strategy to streamline its capital structure and maintain regulatory compliance while providing investors with a straightforward conversion process.

This move follows a series of debt‑management initiatives. In February 2023, FirstEnergy sold a 30% stake in FirstEnergy Transmission to Brookfield for $3.5 billion, using the proceeds to strengthen its balance sheet and fund grid‑modernization projects. In October 2025, the company amended its credit agreement to extend maturity dates and remove certain credit‑spread adjustments, further improving cash‑flow flexibility. The company’s Q3 2025 earnings beat analyst expectations—EPS of $0.83 versus a consensus of $0.75—demonstrating robust operating performance that supports the debt‑restructuring effort.

FirstEnergy Transmission operates electric‑transmission assets in Ohio, Pennsylvania, West Virginia, Maryland, and Virginia. The $450 million exchange reduces the company’s unregistered debt exposure while keeping the overall debt level unchanged; the company’s total debt was reported at $27.47 billion. By converting to registered notes, the company enhances liquidity for investors and positions itself for future capital‑raising or project financing without altering its debt‑to‑equity profile.

Strategically, the exchange aligns with FirstEnergy’s nearly $18 billion grid‑modernization plan for 2021‑2025 and supports its transition to a low‑carbon future. By simplifying the debt structure, the company can focus on deploying capital toward infrastructure upgrades and renewable integration, while maintaining a strong credit profile that supports ongoing investment in grid resilience.

No significant market reaction has been reported following the announcement, indicating that the exchange is viewed as a routine compliance action rather than a market‑moving event.

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