The AES Corporation (NYSE: AES) announced today the early
results of its previously announced tender offer to purchase (the
“Tender Offer”) for cash, subject to certain terms and conditions,
its outstanding 8.00% Senior Notes due 2020 (the “Securities”).
Tendered Securities cannot be withdrawn after the Withdrawal
Deadline, which was 5:00 p.m., Eastern time, on August 25,
2017.
On August 14, 2017, AES commenced the Tender Offer 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 Offer will expire at 11:59 p.m., Eastern time, on September
11, 2017 (the “Expiration Date”), unless extended or earlier
terminated by AES. 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. 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 Offer, as of 5:00 p.m., Eastern time, on August 25,
2017 (the “Early Tender Date”), the Company had received valid
tenders from Holders of the Securities as outlined in the table
below.
Title of Security
CUSIPNumber
Principal
AmountOutstanding
AggregatePrincipal
AmountTendered
% Tendered
8.00% Senior Notesdue 2020
00130HBN4 $445,465,000 $321,442,000 72.16%
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 August 28, 2017, but may change at
AES’ option and is subject to all conditions to the Tender Offer
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 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. Securities accepted for
purchase in accordance with the terms and conditions of the Tender
Offer will be subject to proration so that AES will only accept for
purchase Securities up to a combined aggregate principal amount of
$217,000,000. Since the aggregate amount of Securities validly
tendered at or prior to the Early Tender Date exceeds $217,000,000,
Securities tendered after the Early Tender Date will not be
eligible for purchase. The Securities will be accepted on a pro
rata basis, subject to a proration factor of approximately
67.8%.
Closing of the Tender Offer is subject to the conditions
described in the Tender Offer Materials. However, the Financing
Condition described in the Tender Offer Materials was satisfied on
August 28, 2017, upon AES’ consummation of the New Debt Financing
in the form of long-term senior debt securities in an aggregate
principal amount of $500,000,000. Full details of the terms and
conditions of the Tender Offer 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 Offer at any
time.
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.
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.
Anyone who desires a copy of AES’ 2016 Annual Report on Form
10-K filed on or about February 27, 2017 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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The AES CorporationInvestor Contact:Ahmed Pasha,
703-682-6451orMedia Contact:Amy Ackerman, 703-682-6399
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