The AES Corporation (NYSE:AES) announced today 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 Tendered Securities cannot be withdrawn after the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.
According to information received from Global Bondholder
Services Corporation (“GBSC”), the Depositary and Information Agent
for the Tender Offers, as of 5:00 p.m., New York City time, on
April 13, 2015 (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
PrincipalAmountOutstanding
AcceptancePriority Level
AggregatePrincipalAmountTendered
% Tendered
8.00% Senior Notesdue 2017
00130HBH7 $525,000,000 1 $344,482,000 65.62%
8.00% Senior Notesdue 2020
00130HBN4 $625,000,000 2 $180,910,000 28.95%
7.375% Senior Notesdue 2021
00130HBS3 $1,000,000,000 3 $328,843,000 32.88% 00130HBR5 U0080RAN0
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withdrawn in the Tender Offer having a higher acceptance priority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.
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 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. 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’ 2014 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’ 2014 Annual Report on Form
10-K filed on or about February 26, 2015 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.
The AES CorporationInvestor:Ahmed Pasha, 703-682-6451orMedia:Amy
Ackerman, 703-682-6399
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