ARLINGTON, Va.--(BUSINESS WIRE)--
The AES Corporation (NYSE: AES) announced today the early results of its
previously announced tender offers to purchase (each offer a “Tender
Offer” and collectively, the “Tender Offers”) for cash, subject to
certain terms and conditions, up to a total of $300 million aggregate
principal amount of its outstanding 7.375% senior notes due 2021 (the
“2021 Notes”) and 8.000% senior notes due 2020 (the “2020 Notes” and,
together with the 2021 Notes, the “Securities”). Tendered Securities
cannot be withdrawn after the Withdrawal Deadline, which was 5:00 p.m.,
Eastern time, on March 27, 2017.
On March 14, 2017, AES commenced the Tender Offers to purchase the
Securities in accordance with the terms and conditions set forth in the
Offer to Purchase for Cash and related Letter of Transmittal
(collectively, the “Tender Offer Materials”). The Tender Offers will
expire at 11:59 p.m., Eastern time, on April 10, 2017 (the “Expiration
Date”), unless extended or earlier terminated by AES. Capitalized terms
used in this announcement and not otherwise defined shall have the
meanings assigned to them in the Tender Offer Materials.
According to information received from Global Bondholder Services
Corporation (“GBSC”), the Depositary and Information Agent for the
Tender Offers, as of 5:00 p.m., Eastern time, on March 27, 2017 (the
“Early Tender Date”), AES had received valid tenders from Holders of the
Securities as outlined in the table below.
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Title of Security
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CUSIP Number
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Principal Amount Outstanding
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Acceptance Priority Level
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Aggregate Principal Amount Tendered
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% Tendered
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7.375% Senior Notes due 2021
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00130HBS3
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$965,797,000
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1
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$275,983,000
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28.58%
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8.000% Senior Notes due 2020
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00130HBN4
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$469,482,000
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2
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$156,456,000
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33.33%
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$1,435,279,000
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$432,439,000
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30.13%
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The principal amounts of each series of Securities that are purchased in
the Tender Offers will be determined in accordance with the acceptance
priority levels set forth in the Offer to Purchase and referenced in the
table above, with 1 being the higher acceptance priority level and 2
being the lower acceptance priority level. All Securities validly
tendered and not validly withdrawn in the Tender Offer having a higher
acceptance priority level will be accepted before any tendered
Securities having a lower acceptance priority level are accepted in the
applicable Tender Offer. Securities of the series in the lower
acceptance priority level accepted for purchase in accordance with the
terms and conditions of the Tender Offers will be subject to proration
so that AES will only accept for purchase Securities up to a combined
aggregate principal amount of $300,000,000. Since the aggregate amount
of Securities validly tendered at or prior to the Early Tender Date
exceeds $300 million, Securities tendered after the Early Tender Date
will not be eligible for purchase. The 2020 Notes will be accepted on a
pro rata basis, subject to a proration factor of approximately 15.8%.
The Early Settlement Date for Securities tendered at or prior to the
Early Tender Date and accepted for purchase is expected to occur in no
event later than March 28, 2017, but may change at AES’ option and is
subject to all conditions to the Tender Offers having been satisfied or
waived by AES. Holders that tendered Securities at or prior to the Early
Tender Date and whose Securities are accepted for payment, subject to
the applicable priority level and the proration procedures described in
the Tender Offer Materials, will be entitled to receive the Total
Consideration, which includes the Early Tender Premium, plus accrued and
unpaid interest up to, but not including, the Settlement Date.
Closing of the Tender Offers is subject to the conditions described in
the Tender Offer Materials. Full details of the terms and conditions of
the Tender Offers are set out in the Tender Offer Materials, which are
available from GBSC. AES may amend, extend or, subject to applicable
law, terminate the Tender Offers at any time.
AES has retained Goldman, Sachs & Co. to serve as Dealer Manager for the
Tender Offers. GBSC has been retained to serve as the Information and
Depositary Agent for the Tender Offers. Questions regarding the Tender
Offers may be directed to Goldman, Sachs & Co. at 200 West Street, 7th
Floor, New York, New York 10282; Attn: Liability Management Group, (800)
828-3182 (toll-free), (212) 902-6941 (collect). Requests for the Tender
Offer Materials may be directed to GBSC at 65 Broadway – Suite 404, New
York, New York 10006, Attn: Corporate Actions, (212) 430-3774 (for banks
and brokers) or (866) 470-4200 (for all others).
AES is making the Tender Offers only by, and pursuant to, the terms of
the Tender Offer Materials. None of AES, the Dealer Manager, the
Information and Depositary Agent make any recommendation as to whether
Holders should tender or refrain from tendering their Securities.
Holders must make their own decision as to whether to tender Securities
and, if so, the principal amount of the Securities to tender. The Tender
Offers are not being made to holders of Securities 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 any
jurisdiction in which the securities laws or blue sky laws require the
Tender Offers to be made by a licensed broker or dealer, the Tender
Offers will be deemed to be made on behalf of AES by the Dealer Manager,
or one or more registered brokers or dealers that are licensed under the
laws of such jurisdiction.
This press release does not constitute an offer to purchase securities
or a solicitation of an offer to sell any securities or an offer to sell
or the solicitation of an offer to purchase any new securities, nor does
it constitute an offer or solicitation in any jurisdiction in which such
offer or solicitation is unlawful.
About AES
The AES Corporation (NYSE: AES) is a Fortune 200 global power company.
We provide affordable, sustainable energy to 17 countries through our
diverse portfolio of distribution businesses as well as thermal and
renewable generation facilities. Our workforce of 19,000 people is
committed to operational excellence and meeting the world’s changing
power needs. Our 2016 revenues were $14 billion and we own and manage
$36 billion in total assets. To learn more, please visit www.aes.com.
Follow AES on Twitter @TheAESCorp.
Safe Harbor Disclosure
This news release contains forward-looking statements within the meaning
of the Securities Act of 1933 and of the Securities Exchange Act of
1934. Forward-looking statements are not intended to be a guarantee of
future results, but instead constitute AES’ current expectations based
on reasonable assumptions. Actual results could differ materially from
those projected in AES’ forward-looking statements due to risks,
uncertainties and other factors. Important factors that could affect
actual results are discussed in the Tender Offer Materials related to
the Tender Offers and AES’ filings with the SEC, including, but not
limited to, the risks discussed under Item 1A “Risk Factors” and Item 7
“Management’s Discussion & Analysis of Financial Condition and Results
of Operations” in AES’ 2016 Annual Report on Form 10-K and in subsequent
reports filed with the SEC. Readers are encouraged to read AES’ filings
to learn more about the risk factors associated with AES’ business. AES
undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
Any Stockholder who desires a copy of the Company’s 2016 Annual Report
on Form 10-K filed on or about February 27, 2017 with the SEC may obtain
a copy (excluding Exhibits) without charge by addressing a request to
the Office of the Corporate Secretary, The AES Corporation, 4300 Wilson
Boulevard, Arlington, Virginia 22203. Exhibits also may be requested,
but a charge equal to the reproduction cost thereof will be made. A copy
of the Form 10-K may be obtained by visiting the Company’s website at www.aes.com.

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Source: The AES Corporation