UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE
13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
The AES Corporation
(Name of Issuer)
Common Stock,
Par Value $0.01 Per Share
(Title of Class of Securities)
00130H-10-5
(CUSIP Number)
Wang Yan
Terrific Investment Corporation
New Poly Plaza
25th floor
No.1 North Chaoyangmen Street
Dongcheng District, Beijing 100010, China
Facsimile: +86 (10) 64086710
With a copy to
David Lopez, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Facsimile: 212-225-3999 |
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
May 18, 2015
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
Persons who respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Schedule 13D CUSIP No. 00130H-10-5 | Page 2 of 10 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
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China Investment Corporation |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) _____ |
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(b) _____ |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions) |
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WC |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____ |
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6. |
Citizenship or Place of Organization |
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People's Republic of China |
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With |
7. Sole Voting Power
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0 |
8. Shared Voting Power
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420,830 (see Item 5) |
9. Sole Dispositive Power
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0 |
10. Shared Dispositive Power
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420,830 (see Item 5) |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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420,830 (see Item 5) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
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13. |
Percent of Class Represented by Amount in Row (11) |
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0.06% (See Item 5)* |
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14. |
Type of Reporting Person (See Instructions) |
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CO
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* This calculation assumes that there are 682,441,162
shares of Common Stock outstanding as of May 18, 2015 (based on 702,441,162 shares of Common Stock outstanding as of May 11, 2015,
as reported in the prospectus supplement filed by the Issuer with the Securities and Exchange Commission (the “SEC”)
on May 14, 2015, after giving effect to the Repurchase (as defined herein) and assuming there are no other changes to the number
of outstanding shares between May 11, 2015 and May 18, 2015).
Schedule 13D CUSIP No. 00130H-10-5 | Page 3 of 10 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
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Terrific Investment Corporation |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) _____ |
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(b) _____ |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions) |
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WC |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____ |
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6. |
Citizenship or Place of Organization |
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People's Republic of China |
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With |
7. Sole Voting Power
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0 |
8. Shared Voting Power
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0 (see Item 5) |
9. Sole Dispositive Power
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0 |
10. Shared Dispositive Power
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0 (see Item 5) |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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0 (see Item 5) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
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13. |
Percent of Class Represented by Amount in Row (11) |
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0% (See Item 5)* |
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14. |
Type of Reporting Person (See Instructions) |
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CO
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* This calculation assumes that there are 682,441,162
shares of Common Stock outstanding as of May 18, 2015 (based on 702,441,162 shares of Common Stock outstanding as of May 11, 2015,
as reported in the prospectus supplement filed by the Issuer with the SEC on May 14, 2015, after giving effect to the Repurchase
(as defined herein) and assuming there are no other changes to the number of outstanding shares between May 11, 2015 and May 18,
2015).
Schedule 13D CUSIP No. 00130H-10-5 | Page 4 of 10 |
This Amendment No. 2 (the “Amendment No.
2”) amends and supplements the Schedule 13D filed on March 19, 2010, as previously amended and supplemented by Amendment
No. 1 filed on December 18, 2013 (as so amended and supplemented, the “Original Schedule 13D” and, as further amended
and supplemented by the Amendment No. 2, the “Schedule 13D”). The Amendment No. 2 relates to the common stock, par
value $0.01 per shares (the “Common Stock”), of The AES Corporation, a Delaware corporation (the “Issuer”).
Terms used therein and not defined herein have the meanings ascribed thereto in the Original Schedule 13D.
Item 4. Purpose of Transaction
The Amendment No.
2 amends Item 4 of the Original Schedule 13D by inserting the following before the last paragraph of Item 4.
“On May 12, 2015, the Issuer and Terrific entered into
an underwriting agreement (the “Block Trade Underwriting Agreement”) with Morgan Stanley & Co. LLC (the “Block
Trade Underwriter”), pursuant to which, among other things, Terrific agreed to sell, and the Block Trade Underwriter agreed
to purchase, 59,468,788 shares of Common Stock at a price of $13.07 per share of Common Stock (the “Block Trade”).
As part of the Block Trade, Terrific instructed the Block Trade Underwriter to reserve 20,000,000 shares to be sold to the Issuer
at a price per share equal to the price paid by the Block Trade Underwriter to Terrific in the Block Trade (the “Repurchase”).
The Block Trade was made pursuant to the Issuer’s registration statement on Form S-3 (File No. 333-186888). The Block Trade
closed on May 18, 2015.
Upon the closing of
the Block Trade, the Stockholder Agreement was terminated (except for the indemnification provisions related to the Block Trade).
Reference
to and description of the Block Trade Underwriting Agreement set forth above in this Item 4 do not purport to be complete and are
qualified in their entirety by reference to the full text of the Block Trade Underwriting Agreement, which has been filed as Exhibit
6 and is incorporated herein by reference.”
Item 5. Interest in Securities
of the Issuer
The Amendment No. 2 amends and restates
Items 5(a), 5(b) and 5(c) of the Original Schedule 13D in their entirety as follows:
“The following disclosure
assumes that there are 682,441,162 shares of Common Stock outstanding as of May 18, 2015 (based on 702,441,162 shares of Common
Stock outstanding as of May 11, 2015, as reported in the prospectus supplement filed by the Issuer with the SEC on May 14, 2015,
after giving effect to the Repurchase and assuming there are no other changes to the number of outstanding shares between May 11,
2015 and May 18, 2015).
(a) As of the
date hereof, following the completion of the transactions described in the Amendment No. 2, Terrific will cease to be the beneficial
owner of Common Stock. CIC, by virtue of being the parent of CIC International, may be deemed to share beneficial ownership of
420,830 shares of Common Stock held by another wholly-owned subsidiary of CIC International as part of a securities investment
portfolio, resulting in a total shared beneficial ownership of 420,830 shares of Common Stock, constituting approximately 0.06%
of the total issued and outstanding shares of Common Stock of the Issuer as of May 18, 2015.
Schedule 13D CUSIP No. 00130H-10-5 | Page 5 of 10 |
(b) As of the date
hereof, following the completion of the transactions described in the Amendment No. 2, CIC, by virtue of being the parent of CIC
International, may be deemed to share the power to direct and dispose, or direct the voting and disposition of, 420,830 shares
of Common Stock held by another wholly-owned subsidiary of CIC International as part of a securities investment portfolio, resulting
in a total shared power to vote and dispose, or direct the vote or the disposition of, 420,830 shares of Common Stock, constituting
approximately 0.06% of the total issued and outstanding shares of Common Stock of the Issuer as of May 18, 2015.
(c) Except as otherwise
described in this Amendment No. 2, none of the Reporting Persons has effected any transaction in the AES Common Stock during the
past sixty days.”
The Amendment No.
2 amends and restates Item 5(e) of the Original Schedule 13D in its entirety as follows:
“(e) On May
18, 2015, as a result of the Block Trade, the Reporting Persons ceased to be beneficial owners of more than five percent of the
outstanding AES Common Stock.”
Item 6. Contracts,
Arrangement, Understandings or Relationships with Respect to Securities of the Issuer
The Amendment No.
2 amends Item 6 of the Original Schedule 13D by replacing the last paragraph of Item 6 with the following:
“Upon the closing
of the Block Trade, the Stockholder Agreement was terminated (except for the indemnification provisions related to the Block Trade).
See the description set forth in Item 4 of this statement, which is incorporated herein by reference.”
Item 7. Material to be Filed as Exhibits.
The Exhibit Index is incorporated herein by
reference.
Schedule 13D CUSIP No. 00130H-10-5 | Page 6 of 10 |
SIGNATURES
After reasonable inquiry and to the
best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 19, 2015
CHINA INVESTMENT CORPORATION
By: /s/ Ding Xuedong
Name: Ding Xuedong
Title: Chairman and Chief Executive Officer
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TERRIFIC INVESTMENT CORPORATION
By: /s/ Li Keping
Name: Li Keping
Title: Executive Director and President
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Schedule 13D CUSIP No. 00130H-10-5 | Page 7 of 10 |
Schedule A
Officers and Directors of Terrific
Investment Corporation
The following table sets forth the name, position
with Terrific Investment Corporation and present principal occupation of each director and executive officer of Terrific Investment
Corporation. Unless otherwise indicated below, the business address of each such person is New Poly Plaza, No.1 North Chaoyangmen
Street, Dongcheng District, Beijing, 100010, People’s Republic of China, and each such person is a citizen of the People's
Republic of China.
Name, Business Address and Position with Terrific Investment Corporation |
Present Principal Occupation or Employment |
Li
Keping
Executive
Director and President |
Vice
Chairman, President and Chief Investment Officer of China Investment Corporation |
Schedule 13D CUSIP No. 00130H-10-5 | Page 8 of 10 |
Officers and Directors of China
Investment Corporation
The following table sets forth the name,
position with China Investment Corporation (“CIC”) and present principal occupation of each director and executive
officer of CIC. Unless otherwise indicated below, the business address of each such person is New Poly Plaza, No.1 North Chaoyangmen
Street, Dongcheng District, Beijing, 100010, People’s Republic of China, and each such person is a citizen of the People's
Republic of China.
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Name, Business Address and Position with CIC |
Present Principal Occupation or Employment |
Ding
Xuedong
Chairman and Chief Executive Officer |
Chairman and Chief Executive Officer of CIC |
Li
Keping
Vice Chairman, President and Chief Investment
Officer |
Vice Chairman, President and Chief Investment Officer of CIC |
Zhang
Xiaoqiang
38 South Yuetan Street, Xicheng District,
Beijing, China
Independent Director |
Vice Chairman of the National Development and Reform Commission of the People’s Republic of China |
Hu
Zucai
38 South Yuetan Street, Xicheng District,
Beijing, China
Non-Executive Director |
Vice Chairman of the National Development and Reform Commission of the People’s Republic of China |
Wang
Baoan
3 Sanlihe Nansanxiang, Xicheng District, Beijing,
China
Non-Executive Director |
Vice Minister of Finance |
Zhang
Xiangchen
No.2 Dong Chang'an Avenue, Dongcheng District,
Beijing, China
Non-Executive Director |
Assistant Minister of the Ministry of Commerce of the People’s Republic of China |
Hu
Xiaolian
32 Chengfang Street, Xicheng District,
Beijing, China
Non-Executive Director |
Non-Executive Director of CIC |
Fang
Shangpu
Huarong Plaza, No. 18 Fucheng Road, Haidian District,
Beijing, China
Non-Executive Director |
Deputy Administrator of the State Administration of Foreign Exchange (SAFE) |
Schedule 13D CUSIP No. 00130H-10-5 | Page 9 of 10 |
Li
Xin
Employee Director |
Employee Director and Head of Human Resource Department of CIC |
Guo
Haoda
Chairman of the Board of Supervisors |
Chairman of the Board of Supervisors of CIC |
Xie
Ping
Executive Vice President |
Executive Vice President of CIC |
Liang
Xiang
Executive Vice President and Secretary
of Discipline Inspecting Commission |
Executive Vice President and Secretary of Discipline Inspecting Commission of CIC |
Xie
Zhichun
Executive Vice President |
Executive Vice President of CIC |
Ju
Weimin
Executive Vice President |
Executive Vice President of CIC |
Liu
Guiping
Executive Vice President |
Executive Vice President of CIC |
Schedule 13D CUSIP No. 00130H-10-5 | Page 10 of 10 |
EXHIBIT INDEX
Exhibit 1 |
Stock Purchase Agreement, dated November 6, 2009, by and between Terrific Investment Corporation and The AES Corporation. |
Exhibit 2 |
Stockholder Agreement, dated March 12, 2010, by and between The AES Corporation and Terrific Investment Corporation. |
Exhibit 3 |
Agreement of Joint Filing, dated March 19, 2010, by and between China Investment Corporation and Terrific Investment Corporation. |
Exhibit 4 |
Common Stock Repurchase Agreement, dated December 11, 2013, by and between The AES Corporation and Terrific Investment Corporation (incorporated by reference to Exhibit 10.1 to Form 8-K of The AES Corporation filed with the Securities and Exchange Commission on December 13, 2013). |
Exhibit 5 |
Underwriting Agreement, dated December 12, 2013, by and among The AES Corporation, Terrific Investment Corporation and Barclays Capital Inc. and J.P. Morgan Securities LLC, as Representatives of the several underwriters listed in Schedule A thereto (incorporated by reference to Exhibit 1.1 to Form 8-K of The AES Corporation filed with the Securities and Exchange Commission on December 18, 2013). |
Exhibit 6 |
Underwriting Agreement, dated May 12, 2015, by and among The AES Corporation, Terrific Investment Corporation and Morgan Stanley & Co. LLC. (incorporated by reference to Exhibit 1.1 to Form 8-K of The AES Corporation filed with the Securities and Exchange Commission on May 18, 2015). |
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