Cleco Corporate Holdings LLC (“Cleco”) today announced the Early Tender Time (as defined below) results for its previously announced offer to purchase for cash (the “Tender Offer”) up to $175,000,000 aggregate principal amount (as such amount may be increased or decreased by Cleco pursuant to the terms of the Tender Offer, the “Maximum Acceptance Amount”) of its 3.743% Senior Notes due 2026 (the “Notes”). The Tender Offer is made upon the terms and subject to the conditions set forth in the offer to purchase dated November 8, 2024 (as it may be amended or supplemented from time to time, the “Offer to Purchase”).

As of 5:00 p.m., New York City time, on November 22, 2024 (the “Early Tender Time”), according to information received from Global Bondholder Services Corporation, the depositary and information agent for the Tender Offer, $221,134,000 aggregate principal amount of Notes were validly tendered and not validly withdrawn. Settlement for the Notes validly tendered and not validly withdrawn as of the Early Tender Time is expected to occur on November 27, 2024 (the “Early Settlement Date”). The purchase of all of the Notes validly tendered and not validly withdrawn in the Tender Offer would cause Cleco to purchase Notes with an aggregate principal amount in excess of the Maximum Acceptance Amount. Accordingly, the Notes validly tendered and not validly withdrawn will be purchased on a pro rata basis up to the Maximum Acceptance Amount in the manner described in the Offer to Purchase with a proration factor of approximately 79.2%.

Although the Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on December 10, 2024, because the aggregate principal amount of the Notes validly tendered and not validly withdrawn by the Early Tender Time exceeds the Maximum Acceptance Amount, Cleco does not expect to accept for purchase any tenders of Notes after the Early Tender Time. Any Notes tendered after the Early Tender Time will be promptly credited to the account of the Holder of such Notes maintained at The Depository Trust Company and otherwise returned in accordance with the Offer to Purchase.

Subject to the terms and conditions of the Tender Offer, Holders (as defined in the Offer to Purchase) who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Time will receive consideration, per $1,000 principal amount, equal to the Total Consideration (as defined in the Offer to Purchase) for such Notes tendered and accepted for purchase. The Total Consideration includes the Early Tender Premium set forth in the table below. Holders must have validly tendered and not validly withdrawn their Notes at or prior to the Early Tender Time in order to be eligible to receive the Total Consideration for such Notes purchased pursuant to the Tender Offer. Subject to the terms and conditions of the Tender Offer, Holders who validly tender and do not validly withdraw their Notes after the Early Tender Time and at or prior to the Expiration Date will only be eligible to receive consideration, per $1,000 principal amount, equal to the Total Consideration less the Early Tender Premium (the “Tender Offer Consideration”) for such Notes tendered and accepted for purchase. The Total Consideration and Tender Offer Consideration will be determined at 2:00 p.m., New York City time, on November 25, 2024, unless extended by Cleco. In addition to the Tender Offer Consideration or the Total Consideration (as applicable), Holders whose Notes are purchased pursuant to the Tender Offer will receive any accrued and unpaid interest (rounded to the nearest cent) on such purchased Notes from, and including, the immediately preceding interest payment date to, but excluding, the date of payment for Notes validly tendered, which date of payment shall be, subject to satisfaction or waiver of the conditions set forth in the Offer to Purchase, the Early Settlement Date or the Final Settlement Date (as defined below).

The following table sets forth certain terms of the Tender Offer:

(1)   For each $1,000 principal amount of Notes tendered at or prior to the Early Tender Time and accepted for purchase; included in the Total Consideration for the Notes.

The withdrawal deadline for the Tender Offer was 5:00 p.m., New York City time, on November 22, 2024, and has not been extended. The Tender Offer will expire at 5:00 p.m., New York City time, on December 10, 2024, unless extended (such time and date, as the same may be extended, the “Expiration Time”) or earlier terminated by Cleco in its sole discretion.

The obligation of Cleco to accept for purchase, and to pay for, Notes that are validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned on the satisfaction or waiver by Cleco of a number of conditions as described in the Offer to Purchase. Subject to applicable law and the terms and conditions of the Offer to Purchase, Cleco may terminate the Tender Offer, waive any or all of the conditions of the Tender Offer prior to the Expiration Time, extend the Expiration Time or amend the terms of the Tender Offer.

From time to time in the future, Cleco may acquire Notes that are not purchased in the Tender Offer through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as we may determine, which may be more or less than any price to be paid pursuant to the Tender Offer and could be for cash or other consideration. Alternatively, Cleco may redeem any or all of the Notes not purchased pursuant to the Tender Offer in accordance with the terms of the indenture governing the Notes. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) we may choose to pursue in the future.

The complete terms and conditions of the Tender Offer are described in the Offer to Purchase, a copy of which may be obtained from Global Bondholder Services Corporation, the depositary and information agent for the Tender Offer, by calling (212) 430-3774 (collect) or (855) 654-2015 (toll free).

Cleco has retained CIBC World Markets Corp. as the dealer manager for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to the Liability Management Group of CIBC World Markets Corp. by calling (212) 455-6427 (collect) or (800) 282-0822 (toll free) or by email at [email protected].

None of Cleco, the dealer manager, the depositary and the information agent, nor any manager, director, officer, employee, agent or affiliate thereof is making any recommendation as to whether or not holders of the Notes should tender all or any portion of their Notes in the Tender Offer. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender.

This announcement is not an offer to purchase or a solicitation of an offer to sell with respect to any securities. The Tender Offer is being made solely by the Offer to Purchase. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and the Dealer Manager or any of the Dealer Manager’s affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of Cleco in such jurisdiction.

Forward-Looking Statements

The statements described herein that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements could contain words such as “will,” “if,” “expect” or other similar expressions. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results could differ materially from those indicated in these forward-looking statements. Factors that may cause actual results to vary include, but are not limited to, risks relating to the conditions in financial markets, risks relating to the terms and timing for completion of the Tender Offer, including the acceptance for purchase of any Notes validly tendered and the expected expiration time and the satisfaction or waiver of certain conditions of the Tender Offer, and other risk factors as detailed from time to time in Cleco’s reports filed with the U.S. Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or expressed or implied by such forward-looking statements. All subsequent written and oral forward-looking statements attributable to the company or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that occur, or which we become aware of, after the date hereof, except as otherwise may be required by law.