News Releases

NV Energy Announces Launch of Cash Tender Offer for Its 6.750% General and Refunding Mortgage Notes, Series P, Due 2037

Nov 23, 2009

Sierra Pacific Power Company d/b/a NV Energy (“Sierra Pacific”), a wholly-owned subsidiary of NV Energy, Inc. (NYSE:NVE), announced that it is offering to purchase for cash (the “Tender Offer”) up to $75 million aggregate principal amount (the “Offer Cap”) of its 6.750% General and Refunding Mortgage Notes, Series P, due 2037 (the “Notes”).

The following table describes the series of Notes and selected terms subject to the Tender Offer:

Title of Security CUSIP Number Principal Amount Outstanding Minimum spread Maximum Spread UST Reference Security Bloomberg Reference Page Early Tender Payment(1)
6.750% General and Refunding Mortgage Notes, Series P, due 2037 826418BE4 $325,000,000 155 180 4.375% due November 15, 2039 PX1 $40

(1) Per $1,000 principal amount of Notes accepted for purchase.

On the terms and subject to the conditions of the Tender Offer, Sierra Pacific is offering to purchase for cash an aggregate principal amount of Notes up to the Offer Cap at a price (the “Total Consideration”) per $1,000 principal amount equal to an amount that would reflect, as of the date of purchase, a yield to the maturity date of the Notes equal to the sum of (i) the yield to maturity of the U.S. Treasury reference security listed in the table above (the “UST Reference Security”) for the Notes (the “Reference Yield”), plus (ii) a spread that is not less than the minimum spread or greater than the maximum spread listed in the table above, as determined by the modified “Dutch Auction” procedure described below, minus accrued and unpaid interest thereon to, but not including, the date of purchase.

Under the modified “Dutch Auction” procedure, Sierra Pacific will accept Notes validly tendered in the order of highest to lowest spreads (within the range set forth above) specified by the holders and will select the single highest spread so specified as the “Clearing Spread” that, when added to the Reference Yield and applied to determine the Total Consideration, will enable Sierra Pacific to purchase Notes in an aggregate principal amount up to the Offer Cap (or, if Notes having an aggregate principal amount less than the Offer Cap are validly tendered, then all Notes so tendered). Sierra Pacific will pay the same Total Consideration (less the Early Tender Payment (as defined below) for Notes tendered after the early tender date identified below) for all Notes validly tendered at or above the Clearing Spread and accepted for purchase. If the aggregate amount of Notes validly tendered at or above the Clearing Spread and not validly withdrawn exceeds the Offer Cap, then, subject to the terms and conditions of the Tender Offer, Sierra Pacific will accept for purchase, first, all Notes validly tendered at spreads above the Clearing Spread and, thereafter, the Notes validly tendered at the Clearing Spread on a prorated basis according to the principal amount of such Notes.

The early tender date for the Tender Offer is 5:00 p.m., New York City time, December 7, 2009, unless extended or earlier terminated by Sierra Pacific. The expiration date for the Tender Offer is Midnight, New York City time, December 21, 2009, unless extended or earlier terminated by Sierra Pacific. Notes that are validly tendered at or prior to the early tender date, and not subsequently validly withdrawn and accepted for purchase, will receive the Total Consideration. Notes that are validly tendered after the early tender date and on or before the expiration date and accepted for purchase will receive the “Tender Offer Consideration,” which is equal to the Total Consideration minus an amount in cash equal to $40 per $1,000 principal amount of Notes (the “Early Tender Payment”). In addition, Sierra Pacific will pay accrued and unpaid interest to, but not including the date of purchase.

The last time for holders to validly withdraw tenders of Notes is 5:00 p.m., New York City time, December 7, 2009, unless extended or earlier terminated by Sierra Pacific.

Sierra Pacific currently intends to fund the Tender Offer with cash on hand and/or with funds borrowed under its revolving credit facility. Sierra Pacific may amend, extend or terminate the Tender Offer at any time. In addition, Sierra Pacific reserves the right to increase the Offer Cap for the Notes at any time, which could result in purchasing a greater principal amount of Notes in the Tender Offer.

The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase dated November 23, 2009, and in the accompanying Letter of Transmittal that are being sent to holders of the Notes. Holders are urged to read these Tender Offer documents carefully before making any decision with respect to the Tender Offer. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Information Agent for the Tender Offer, Global Bondholder Services Corp., at (866) 795-2200 (toll-free) or (212) 430-3774 (collect).

Goldman, Sachs & Co. is serving as the Dealer Manager for the Tender Offer. Persons with questions regarding the Tender Offer should contact Goldman, Sachs & Co. at: (800) 828-3182 (toll-free) or (212) 357-4692 (collect).

This press release is neither an offer to purchase nor a solicitation to buy any of these Notes nor is it a solicitation for acceptance of the Tender Offer. Sierra Pacific is making the Tender Offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal. The Tender Offer is not being made 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. None of Sierra Pacific, the Dealer Manager or the Information Agent makes any recommendation in connection with the Tender Offer.

About Sierra Pacific and NV Energy, Inc.

Sierra Pacific is a regulated public utility engaged in the distribution, transmission, generation, purchase and sale of electric energy and natural gas in northern Nevada. Sierra Pacific provides electricity to approximately 366,000 residential and business customers in a 50,000 square mile service area in western, central and northeastern Nevada, including the cities of Reno, Sparks, Carson City and Elko, and a portion of eastern California, including the Lake Tahoe area. Sierra Pacific also provides natural gas service in Nevada to approximately 149,000 customers in an area of about 600 square miles in Nevada’s Reno/Sparks area. On April 22, 2009, Sierra Pacific entered into an agreement to sell its California electric distribution and generation assets to California Pacific Electric Company. Sierra Pacific’s California electric utility system serves approximately 47,000 retail electric customers in eastern California. Sierra Pacific expects the transaction to close in 2010, following required approvals by the California Public Utility Commission, the PUCN, the FERC, and Hart-Scott-Rodino Antitrust Improvements Act review.

Headquartered in Las Vegas, NV Energy, Inc. is a holding company whose principal subsidiaries, Nevada Power Company and Sierra Pacific Power Company, are doing business as NV Energy. Serving a combined 54,500-square-mile service territory that stretches north to south from Elko to Laughlin, NV Energy provides a wide range of energy services and products to approximately 2.4 million citizens of Nevada as well as approximately 40 million tourists annually.

Forward-Looking Statements Disclosure

This press release may contain forward-looking statements regarding the future performance of Sierra Pacific Power Company d/b/a NV Energy within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from current expectations. These risks and uncertainties include, but are not limited to, Sierra Pacific Power Company’s continuing ability to borrow under its credit facility to pay for the Notes tendered pursuant to the Tender Offer. Additional cautionary statements regarding other risk factors that could have an effect on the future performance of Sierra Pacific Power Company are contained in NV Energy Inc.’s and Sierra Pacific Power Company’s Annual Reports on Form 10-K for the year ended December 31, 2008 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009, both filed with the Securities and Exchange Commission. NV Energy, Inc. and Sierra Pacific Power Company undertake no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

For further information: p>Source: NV Energy, Inc.

NV Energy, Inc.
Media Contact:
Andrea Smith, 702-402-5843
Analyst Contact:
Britta Carlson, 702-402-5624