SANTIAGO, CHILE, March 22, 2019 /PRNewswire/ -- AES Gener S.A.
("AES Gener" or the "Company") today announced:
- early results of the previously announced offer to purchase for
cash (the "Tender Offer") of any and all of its 8.375% Junior
Subordinated Capital Notes due 2073, listed in the table below
(collectively, the "Notes.");
- the early results of the previously announced concurrent
solicitation (the "Solicitation") from the holders of the Notes of
a consent (the "Consent" or in the plural "Consents") to a proposed
amendment (the "Proposed Amendment") to the indenture governing the
Notes, shortening the minimum notice period for any redemption of
the Notes by the Company to three days. This redemption includes
optional, withholding tax event, substantial repurchase event,
rating methodology event or tax deductibility event redemptions,
all as described in the indenture governing the Notes; and
- extension of the Early Tender Premium to the Expiration Date
(each as defined below).
The Tender Offer and Solicitation will take place upon the terms
and conditions described in AES Gener's Offer to Purchase and
Consent Solicitation Statement, dated March
11, 2019 (the "Statement").
According to information received from D.F. King & Co., Inc.
("D.F. King"), the Tender, Solicitation and Information Agent for
the Tender Offer and concurrent Solicitation, as of 5:00 p.m., New York
City time, on March 22, 2019
(that date and time, the "Early Tender and Consent Time"), AES
Gener had received valid tenders and consents from holders of the
Notes as outlined in the table below.
Title of
Notes
|
CUSIP and ISIN
Numbers
|
Principal Amount
Outstanding (U.S.$)
|
Principal
Amount
Tendered
(U.S.
$)
|
Total
Consideration (1)
|
8.375% Junior
Subordinated Capital Notes due 2073
|
CUSIP: 00105D AD7 /
P0607L AA1;
ISIN: US00105DAD75 /
USP0607LAA19
|
U.S.
$450,000,000
|
U.S.$334,693,000
|
U.S.$
$1,012.11
|
__________
(1) The amounts,
which exclude Accrued Interest, will be paid per U.S.$1000.00 on
the Early Settlement Date (defined below). The Total Consideration
includes the early tender premium of U.S.$30.00.
|
|
In respect of the Solicitation, the Company has received the
consent of holders of a majority in aggregate principal amount of
the outstanding Notes and accordingly AES Gener intends to execute
a supplemental indenture to make the Proposed Amendment, as defined
in the Statement, effective.
In addition, the Company hereby amends the Statement so that
Holders of Notes that are validly tendered prior to the Expiration
Date and accepted for purchase pursuant to the Tender Offer and
concurrent Solicitation will receive the Total Consideration (as
set forth in the table above), which includes the early tender
premium of U.S.$30.00 as set forth in
the Statement (the "Early Tender Premium").
The deadline for holders to validly withdraw tenders of Notes
has passed. Accordingly, Notes that were tendered before the Early
Tender and Consent Time and any additional Notes that are tendered
at or prior to 11:59 p.m.,
New York City time, on
April 5, 2019 (the "Expiration Date")
may not be withdrawn, except in the limited circumstances described
in the Statement.
The Tender Offer and concurrent Solicitation is subject to the
conditions described in the Statement. Subject to the satisfaction
or waiver of all conditions to the Tender Offer and concurrent
Solicitation described in AES Gener's Statement having been either
satisfied or waived by AES Gener, AES Gener intends to accept for
purchase all of the Notes validly tendered (and not validly
withdrawn) before the Early Tender and Consent Time. These Notes
will be purchased on March 26, 2019
(the "Early Settlement Date"). In addition, AES Gener intends to
accept for purchase any remaining Notes that are validly tendered
and accepted in the Tender Offer prior to the Expiration Date.
These remaining Notes are expected to be purchased on April 8, 2019 (the "Final Settlement Date").
Payments for the Notes purchased will include accrued and unpaid
interest from and including the last interest payment date
applicable to the Notes up to, but not including, the applicable
Settlement Date (as such term is defined in the Statement). Holders
of Notes that were validly tendered (and not validly withdrawn)
prior to either the Early Tender and Consent Time, in respect of
the Early Settlement Date, or the Expiration Date, in respect of
the Final Settlement Date, and accepted for purchase pursuant to
the Tender Offer and concurrent Solicitation will receive the Total
Consideration (as set forth in the table above), which includes the
Early Tender Premium .
Full details of the terms and conditions of the Tender Offer and
concurrent Solicitation are set forth in the Statement, which is
available from D.F. King.
Goldman Sachs & Co. LLC ("Goldman Sachs") J.P. Morgan
Securities LLC ("J.P. Morgan") and Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill Lynch") are the Dealer Managers
in the Tender Offer and concurrent Solicitation. D.F. King &
Co., Inc. ("D.F. King") is the Tender, Solicitation and Information
Agent for the Tender Offer and concurrent Solicitation. Persons
with questions regarding the Tender Offer and concurrent
Solicitation should contact Goldman Sachs at (toll free) (800)
828-3182 or (collect) (212) 902-6351, J.P. Morgan at (toll free)
(866) 846-2874 or Merrill Lynch at (toll free) (800) 292-0070 or
(collect) (646) 855-8988. Requests for the Statement should be
directed to D.F. King at (toll free) (888) 887-0082, (collect)
(212) 269-5550 or email aesgener@dfking.com.
None of the Company, its board of directors, its officers, the
dealer managers, the depositary, the tender and information agent
or the trustees with respect to the Notes, or any of their
respective affiliates, makes any recommendation that holders tender
or refrain from tendering all or any portion of the principal
amount of their Notes, and no one has been authorized by any of
them to make such a recommendation. Holders must make their
own decision as to whether to tender their Notes and, if so, the
principal amount of Notes to tender.
This press release is not an offer to purchase or a solicitation
of an offer to purchase with respect to any Notes or any other
securities. The Tender Offer and concurrent Solicitation is being
made solely pursuant to the terms of the Statement. The Tender
Offer and concurrent Solicitation is not being made to holders of
Notes 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. The Statement does not constitute an
offer to purchase in Chile or to
any resident of Chile, except as
permitted by applicable Chilean law.
Forward-Looking Statements
This press release may contain forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934 that are not based on
historical facts and are not assurances of future results. These
forward-looking statements are based on management's current
expectations and estimates about future events and financial
trends, which affect or may affect the Company's businesses and
results of operations. The words "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect" and
similar words are intended to identify estimates and
forward-looking statements. These statements include but are not
limited to forward-looking statements about the Tender Offer and
concurrent Solicitation, including whether the Tender Offer and
concurrent Solicitation are consummated in whole or in part.
Although the Company believes that these forward-looking statements
are based upon reasonable assumptions, these statements are subject
to several risks and uncertainties and are made in light of
information currently available to the Company. Estimates and
forward-looking statements involve risks and uncertainties and are
not guarantees of future performance. Any changes in such
assumptions or factors could cause actual results to differ
materially from current expectations and the Company's future
results may differ materially from those expressed in these
estimates and forward-looking statements.
All forward-looking statements are expressly qualified in their
entirety by this cautionary statement, and you should not place
reliance on any forward-looking statement contained in this press
release. The Company undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information or future events or for any other reason.
Juan-Luis Carrasco, Investor
Relations Manager, Investor Relations, juan.carrasco@aes.com,
+56-2-2686-8842
Karin Niklander, Communications Manager, Corporate
Communications, karin.niklander@aes.com,
+56-2-2686-8905
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SOURCE AES Gener S.A.