The "Principal Amount Outstanding" in the financial table
of release should read: $445,465,000 (instead of
$445,000,000).
The corrected release reads:
AES ANNOUNCES TENDER OFFER FOR UP TO $217 MILLION OF ITS
8.00% SENIOR NOTES DUE 2020
The AES Corporation (NYSE: AES) announced today the commencement
of a tender offer to purchase (the “Tender Offer”) for cash,
subject to certain terms and conditions, up to $217 million
aggregate principal amount of its outstanding 8.00% senior notes
due 2020 (the “Securities”).
The Tender Offer is scheduled to expire at 11:59 p.m., Eastern
time, on September 11, 2017 (the “Expiration Date”), unless
extended or earlier terminated by AES. The Tender Offer is being
made pursuant to an Offer to Purchase dated August 14, 2017 and a
related Letter of Transmittal dated August 14, 2017 (together, the
“Tender Offer Materials”), which set forth a more detailed
description of the Tender Offer. Holders of the Securities are
urged to carefully read the Tender Offer Materials before making
any decision with respect to the Tender Offer.
The principal amount of the Securities to be purchased pursuant
to the Tender Offer is up to $217,000,000 (the “Tender Cap
Amount”). As discussed in more detail in the Tender Offer
Materials, AES reserves the right, but is under no obligation, to
increase or decrease the Tender Cap Amount, at any time, subject to
compliance with applicable law.
The following table sets forth certain terms of the Tender
Offer:
Dollars per $1,000
PrincipalAmount of Securities
Title of Security CUSIP Number
Principal
AmountOutstanding
Tender
OfferConsideration(1)
Early TenderPremium
TotalConsideration(1)(2)
8.00% Senior Notes due 2020 00130HBN4
$445,465,000
$1,132.60
$30.00
$1,162.60
(1)
Excludes accrued and unpaid interest up
to, but not including, the applicable Settlement Date, which will
be paid in addition to the Tender Offer Consideration or Total
Consideration, as applicable.
(2)
Includes the Early Tender Premium.
The total consideration (the “Total Consideration”) payable for
each $1,000 principal amount of Securities validly tendered at or
prior to 5:00 p.m., Eastern time, on August 25, 2017 (such date and
time, as it may be extended, the “Early Tender Date”) and accepted
for purchase pursuant to the Tender Offer will be the total
consideration set forth in the table above. The Total Consideration
includes the early tender premium set forth in the table above (the
“Early Tender Premium”). Holders must validly tender and not
subsequently validly withdraw their Securities at or prior to the
Early Tender Date in order to be eligible to receive the Total
Consideration for such Securities purchased in the Tender
Offer.
Subject to the terms and conditions of the Tender Offer, each
Holder who validly tenders and does not subsequently validly
withdraw their Securities at or prior to the Early Tender Date will
be entitled to receive the Total Consideration, plus accrued and
unpaid interest up to, but not including, the applicable Settlement
Date (as defined below) if and when such Securities are accepted
for payment. Holders who validly tender their Securities after the
Early Tender Date but at or prior to the Expiration Date will be
entitled to receive only the tender offer consideration equal to
the Total Consideration less the Early Tender Premium (the “Tender
Offer Consideration”), plus accrued and unpaid interest up to, but
not including, the applicable Settlement Date, if and when such
Securities are accepted for payment.
AES reserves the right but is under no obligation, at any point
following the Early Tender Date and before the Expiration Date, to
accept for purchase any Securities validly tendered at or prior to
the Early Tender Date (the date of such purchase, the “Early
Settlement Date”). The Early Settlement Date will be determined at
AES’ option and is currently expected to occur on the first
business day following the Early Tender Date, subject to all
conditions to the Tender Offer having been satisfied or waived. The
expected Early Settlement Date is August 28, 2017, unless extended
by AES, assuming all conditions to the Tender Offer have been
satisfied or waived. Irrespective of whether AES chooses to
exercise its option to have an Early Settlement Date, AES will
purchase any remaining Securities that have been validly tendered
by the Expiration Date and that it chooses to accept for purchase,
subject to the Tender Cap Amount and all conditions to the Tender
Offer having been satisfied or waived by AES, on a date immediately
following the Expiration Date (the “Final Settlement Date” and each
of the Early Settlement Date and Final Settlement Date, a
“Settlement Date”). The Final Settlement Date is expected to occur
on the first business day following the Expiration Date, subject to
all conditions to the Tender Offer having been satisfied or waived
by AES. The expected Final Settlement Date is September 12, 2017,
unless extended by AES, assuming all conditions to the Tender Offer
have been satisfied or waived.
To receive either the Total Consideration or the Tender Offer
Consideration, holders of the Securities must validly tender and
not validly withdraw their Securities prior to the Early Tender
Date or the Expiration Date, respectively. Securities tendered may
be withdrawn from the Tender Offer at or prior to, but not after,
5:00 p.m., Eastern time, on August 25, 2017, unless extended, by
following the procedures described in the Tender Offer
Materials.
Subject to the Tender Cap Amount and the other terms and
conditions described in the Tender Offer Materials, including the
Financing Condition (as defined below) and AES’ right to increase
or decrease the Tender Cap Amount, AES intends to accept for
payment all Securities validly tendered at or prior to the
Expiration Date, and will only prorate the Securities if the
aggregate amount of Securities validly tendered and not validly
withdrawn at or prior to the Early Tender Date or the Expiration
Date, as applicable, exceeds the Tender Cap Amount. If the
aggregate principal amount of Securities validly tendered and not
validly withdrawn exceeds the Tender Cap Amount, AES will accept
such Securities on a pro rata basis.
If the Tender Offer is not fully subscribed as of the Early
Tender Date and we elect to have an Early Settlement Date, Holders
who validly tender Securities after the Early Tender Date may be
subject to proration, whereas Holders who validly tender Securities
at or prior to the Early Tender Date will not be subject to
proration. In addition, if the aggregate amount of Securities
validly tendered at or prior to the Early Tender Date exceeds the
Tender Cap Amount and we elect to have an Early Settlement Date,
Holders who validly tender Securities after the Early Tender Date
will not have any of their Securities accepted for payment.
However, in the event we do not elect to have an Early Settlement
Date and the aggregate amount of Securities validly tendered at or
prior to the Final Settlement Date exceeds the Tender Cap Amount,
all Holders who validly tendered Securities will be subject to
proration. Securities which were not accepted for purchase due to
the Tender Cap Amount may be accepted if we increase the Tender Cap
Amount, which we are entitled to do at our sole discretion, and
such increase is not fully met or exceeded by Securities validly
tendered at or prior to the Early Tender Date (in the event we
elect to have an Early Settlement Date). There can be no assurance
that we will increase the Tender Cap Amount.
The obligation of AES to accept for purchase and to pay either
the Total Consideration or Tender Offer Consideration and the
accrued and unpaid interest on the Securities pursuant to the
Tender Offer is not subject to any minimum tender condition, but is
subject to the Tender Cap Amount and the satisfaction or waiver of
the Financing Condition and certain other conditions described in
the Tender Offer Materials.
AES’ obligation to accept for purchase, and to pay for,
Securities validly tendered pursuant to the Tender Offer is subject
to, and conditioned upon, having obtained debt financing (the “New
Debt Financing”) in a minimum aggregate principal amount that will
generate sufficient proceeds to purchase the tendered Securities,
including payment of the Tender Offer Consideration or Total
Consideration, as applicable, and any fees payable in connection
with the Tender Offer, subsequent to the date hereof and on or
prior to the Final Settlement Date, on terms and conditions
reasonably satisfactory to AES (the “Financing Condition”). AES’
current intention is to satisfy the Financing Condition by issuing
long-term senior debt securities but, subject to market conditions
and at AES’ sole discretion, AES may elect to enter into
alternative debt financing. There can be no assurance any such New
Debt Financing will be available, and thus no assurance that the
Financing Condition will be satisfied.
AES has retained J.P. Morgan Securities LLC to serve as Dealer
Manager for the Tender Offer. Global Bondholder Services
Corporation has been retained to serve as the Information and
Depositary Agent for the Tender Offer. Questions regarding the
Tender Offer may be directed to J.P. Morgan Securities LLC at 383
Madison Avenue, 3rd Floor, New York, New York 10179, Attn:
Liability Management Group, (866) 834-4666 (toll-free), (212)
834-3260 (collect). Requests for the Tender Offer Materials may be
directed to Global Bondholder Services Corporation 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 Offer 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 Offer is 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 Offer
to be made by a licensed broker or dealer, the Tender Offer 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, including in connection with the New Debt
Financing, nor does it constitute an offer or solicitation in any
jurisdiction in which such offer or solicitation is unlawful.
Capitalized terms used in this press release but not otherwise
defined herein have the meanings assigned to them in the Tender
Offer Materials.
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 Offer
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 AES’ 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 AES’ website at www.aes.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20170814005549/en/
The AES CorporationInvestor Contact:Ahmed Pasha,
703-682-6451orMedia Contact:Amy Ackerman, 703-682-6399
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