Current Report Filing (8-k)
August 16 2017 - 4:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 14, 2017
THE AES CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-12291
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54-11263725
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4300 Wilson Boulevard, Suite 1100
Arlington, Virginia 22203
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (703)
522-1315
NOT APPLICABLE
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement
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On August 14, 2017, The AES Corporation (the
Company or AES) entered into an Underwriting Agreement (the Underwriting Agreement), among AES and J.P. Morgan Securities LLC, as representative of the several underwriters, pursuant to which AES agreed to offer
and sell $500,000,000 aggregate principal amount of its 5.125% Senior Notes due 2027 (the Notes) at a public offering price of 100.000% of the principal amount. AES intends to use the net proceeds from the offering of the Notes to fund
the concurrent tender offer to purchase its outstanding 8.00% senior notes due 2020 and to pay certain related fees and expenses. If any net proceeds from this offering remain after completion of the tender offer, AES intends to use such proceeds to
retire certain other outstanding indebtedness. The closing of the offering of the Notes is expected to occur, subject to certain customary conditions, on August 28, 2017.
The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached to this Current
Report on Form
8-K
as Exhibit 1.1, and is incorporated by reference into the Registration Statement.
Safe
Harbor Disclosure
This Current Report on Form
8-K
contains forward-looking statements within the meaning of
the Securities Act of 1933 and of the Securities Exchange Act of 1934. Such forward-looking statements include, but are not limited to, the intended use of proceeds from the offering of the Notes, which are subject to risks and uncertainties, such
as general economic conditions and other risks and uncertainties. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute AESs current expectations based on reasonable assumptions.
Actual results could differ materially from those projected in our forward-looking statements due to risks, uncertainties and other factors. Important factors
that could affect actual results are discussed in the prospectus supplement related to the offering and AESs filings with the SEC, including, but not limited to, the risks discussed under Item 1A Risk Factors and Item 7
Managements Discussion & Analysis of Financial Condition and Results of Operations in AESs 2016 Annual Report on Form
10-K,
Quarterly Report on Form
10-Q
for the three months ended March 31, 2017, Quarterly Report on Form
10-Q
for the three months ended June 30, 2017 and in subsequent reports filed with the SEC.
Readers are encouraged to read AESs filings to learn more about the risk factors associated with AESs business. AES undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated August 14, 2017, between The AES Corporation and J.P. Morgan Securities LLC, as representative of the several underwriters
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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THE AES CORPORATION
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By:
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/s/ Vincent W. Mathis
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Name:
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Vincent W. Mathis
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Title:
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Vice President, General Counsel Operations
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Date: August 16, 2017
EXHIBIT INDEX
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated August 14, 2017, between The AES Corporation and J.P. Morgan Securities LLC, as representative of the several underwriters
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