AES Corporation: Results of Tender Offers
ARLINGTON, Virginia - The AES Corporation (AES) announced 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, its outstanding 8.00% Senior Notes due 2017 (the “2017 Notes”), 8.00% Senior Notes due 2020 (the “2020 Notes”) and 7.375% Senior Notes due 2021 (the “2021 Notes” and, together with the 2017 Notes and the 2020 Notes, the “Securities”). Tendered Securities cannot be withdrawn after the Withdrawal Deadline, which was 5:00 p.m., New York City time, on April 13, 2015.
On March 31, 2015, 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., New York City time, on April 27, 2015 (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.
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 highest acceptance priority level and 3 being the lowest 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 All Securities validly tendered and not validly withdrawn in the Tender Offer having a higher acceptance priority level will be accepted before any tendered Securities having a lower acceptance priority level are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 lowest 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 $500,000,000. Accordingly, as described in the Offer to Purchase, Securities with acceptance priority level 3, the 2021 Notes, are not expected to be accepted for purchase pursuant to the Tender Offers, based upon the amount of Securities with acceptance priority levels 1 and 2 validly tendered and not withdrawn at or before the Early Tender Time.
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 April 14, 2015, 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. However, the Financing Condition described in the Tender Offer Materials was satisfied on April 6, 2015, upon AES’ consummation of the New Debt Financing in the form of long-term senior debt securities in an aggregate principal amount of $575,000,000. 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. Global Bondholder Services Corporation 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 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 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.
The AES Corporation (AES) is a Fortune 200 global power company. We provide affordable, sustainable energy to 18 countries through our diverse portfolio of distribution businesses as well as thermal and renewable generation facilities. Our workforce of 18,500 people is committed to operational excellence and meeting the world’s changing power needs. Our 2014 revenues were $17 billion and we own and manage $39 billion in total assets. To learn more, please visit www.aes.com