Cogentrix begins change-of-control offer for 8¾% notes

New York, Dec. 24 - Cogentrix Energy Inc. said that it begun a change-of-control offer to repurchase all of its outstanding 8¾% notes due 2008 as a result of its acquisition by GS Power Holdings LLC, a wholly owned subsidiary of The Goldman Sachs Group, Inc., which took place on Dec. 19.

The change-of-control offer will remain open until Jan. 23, subject to possible extension. Cogentrix will repurchase the notes at a cash purchase price of 101% of the principal amount, plus accrued interest.

Cogentrix, a Charlotte, N.C.-based operator of cogeneration energy plants, also said in its filing with the Securities and Exchange Commission that its outstanding 8.10% senior notes due 2004 are scheduled to mature on March 15, 2004, and the company expects to repay those notes upon maturity.

Cogentrix plans to finance the purchase of all 8¾% notes validly tendered under the change-of-control offer and the repayment at maturity of the 8.10% notes by utilizing borrowings under the credit facility completed on Oct. 28 among Cogentrix Delaware Holdings, Inc., Goldman Sachs Credit Partners LP, Australia and New Zealand Banking Group Ltd. and Citicorp USA, Inc., or borrowings made in connection with the refinancing of the credit facility, and/or other loans from affiliates of Goldman Sachs as may be necessary. It cautioned, however, that there could be no assurance that adequate funds will be available or as to the terms of any such financings.

Cogentrix said that along with Goldman Sachs, it is currently evaluating strategic options for the company, which may include debt and equity financings, refinancings and asset sales. Cogentrix and Goldman Sachs currently are evaluating the outstanding indebtedness of the company and its subsidiaries, including the 8¾% notes, to determine whether to refinance, repay, purchase, redeem or retire, or seek to modify the existing terms of any such debt.

It said that whether or not the change-of-control offer for the 8¾% notes is consummated or any notes are validly tendered to Cogentrix under the offer, Cogentrix or its affiliates may from time to time acquire the notes - other than through the change-of-control offer - through open-market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise.

Any questions relating to the change-of-control offer or requests for documentation should be directed to Goldman Sachs (800 828-3182).

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