The AES Corporation (NYSE: AES) announced today the commencement
of tender offers to purchase (each offer a “Tender Offer” and
collectively, the “Tender Offers”) for cash, subject to certain
terms and conditions, up to a total of $300 million aggregate
principal amount of its outstanding 7.375% senior notes due 2021
(the “2021 Notes”) and 8.000% senior notes due 2020 (the “2020
Notes” and, together with the 2021 Notes, the “Securities”).
The Tender Offers are scheduled to expire at 11:59 p.m., Eastern
time, on April 10, 2017 (the “Expiration Date”), unless extended or
earlier terminated by AES. The Tender Offers are being made
pursuant to an Offer to Purchase dated March 14, 2017 and a related
Letter of Transmittal dated March 14, 2017 (together, the “Tender
Offer Materials”), which set forth a more detailed description of
the Tender Offers. Holders of the Securities are urged to carefully
read the Tender Offer Materials before making any decision with
respect to the Tender Offers.
The principal amount of the Securities to be purchased pursuant
to the Tender Offers is up to $300,000,000 (the “Tender Cap
Amount”), subject to the acceptance priority level set forth in the
table below (the “Acceptance Priority Level”). 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
Offers:
Dollars per $1,000
PrincipalAmount of Securities Title of Security
CUSIP Number
Principal Amount
Outstanding
Acceptance Priority
Level
Tender Offer
Consideration(1)
Early Tender Premium
Total
Consideration(1)(2)
7.375% Senior Notes due 2021 00130HBS3 $965,797,000 1
$1,105.00
$30.00
$1,135.00
8.000% Senior Notes due 2020 00130HBN4 $469,482,000 2
$1,127.50
$30.00
$1,157.50
(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 March 27, 2017 (such date and
time, as it may be extended, the “Early Tender Date”) and accepted
for purchase pursuant to the Tender Offers will be the applicable
total consideration for such series of Securities set forth in the
table above. The Total Consideration includes the early tender
premium for such series of Securities also 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
Offers.
Subject to the terms and conditions of the Tender Offers, 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 applicable 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 Offers having been satisfied or waived.
The expected Early Settlement Date is March 28, 2017, unless
extended by AES, assuming all conditions to the Tender Offers 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
at or prior to the Expiration Date and that it chooses to accept
for purchase, subject to the Tender Cap Amount, the application of
the Acceptance Priority Levels and all conditions to the Tender
Offers 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 Offers having been
satisfied or waived by AES. The expected Final Settlement Date is
April 11, 2017, unless extended by AES, assuming all conditions to
the Tender Offers 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 Offers at or prior to, but not after,
5:00 p.m., Eastern time, on March 27, 2017, unless extended, by
following the procedures described in the Tender Offer
Materials.
Subject to the Tender Cap Amount, the application of the
Acceptance Priority Levels and the other terms and conditions
described in the Tender Offer Materials, including 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 of all series validly tendered at or
prior to the Early Tender Date or the Expiration Date, as
applicable, exceeds the Tender Cap Amount. The amounts of each
series of Securities that are purchased in the Tender Offer will be
determined in accordance with the Acceptance Priority Levels, with
1 being the higher Acceptance Priority Level and 2 being the lower
Acceptance Priority Level, as set forth in the Offer to Purchase
and referenced in the table above. At the applicable Settlement
Date, all Securities validly tendered and not validly withdrawn in
the Tender Offer having a higher (i.e., lower numerical) Acceptance
Priority Level will be accepted before any tendered Securities
having a lower Acceptance Priority Level are accepted in the Tender
Offer. If the aggregate principal amount of any Securities of a
series tendered and not validly withdrawn in the Tender Offer
exceeds the amount of the Tender Cap Amount, remaining available
for application, then, if any Securities of such series are
purchased, AES will accept such Securities on a pro rata basis. In
the event that Securities with a certain Acceptance Priority Level
are accepted on such a pro rata basis, no series of Securities with
a lower Acceptance Priority Level will be accepted for payment.
If the Tender Offers are 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 of
all series 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 such Securities accepted for
payment. However, in the event we do not elect to have an Early
Settlement Date and the aggregate amount of Securities of all
series 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, subject to the application
of the Acceptance Priority Levels. Securities which were not
accepted for purchase due to the Tender Cap Amount or the
application of the Acceptance Priority Levels 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
such Securities validly tendered at or prior to the Early Tender
Date (in the event we elect to have an Early Settlement Date) or by
such Securities purchased in a higher (i.e., lower numerical)
Acceptance Priority Level. 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 Offers is subject to the Tender Cap Amount, the application
of the Acceptance Priority Levels and the satisfaction or waiver of
certain conditions described in the Tender Offer Materials.
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.
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, 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
Offers 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 the Company’s 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 the Company’s website at www.aes.com.
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The AES CorporationInvestors:Ahmed Pasha,
703-682-6451orMedia:Amy Ackerman, 703-682-6399
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