press-release-details

Press Release Details

AES Announces Tender Offer for Up to $217 Million of Its 8.00% Senior Notes due 2020

Aug 14, 2017

The AES Corporation (NYSE: AES) announced today the commencement of a tender offer to purchase (the “Tender Offer”) for cash, subject to certain terms and conditions, up to $217 million aggregate principal amount of its outstanding 8.00% senior notes due 2020 (the “Securities”).

The Tender Offer is scheduled to expire at 11:59 p.m., Eastern time, on September 11, 2017 (the “Expiration Date”), unless extended or earlier terminated by AES. The Tender Offer is being made pursuant to an Offer to Purchase dated August 14, 2017 and a related Letter of Transmittal dated August 14, 2017 (together, the “Tender Offer Materials”), which set forth a more detailed description of the Tender Offer. Holders of the Securities are urged to carefully read the Tender Offer Materials before making any decision with respect to the Tender Offer.

The principal amount of the Securities to be purchased pursuant to the Tender Offer is up to $217,000,000 (the “Tender Cap Amount”). 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 Offer:

     

Dollars per $1,000 Principal
Amount of Securities

Title of Security CUSIP Number

Principal Amount
Outstanding

Tender Offer
Consideration(1)

 

Early Tender
Premium

 

Total
Consideration(1)(2)

8.00% Senior Notes due 2020 00130HBN4

$445,465,000

$1,132.60

$30.00

$1,162.60

(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 August 25, 2017 (such date and time, as it may be extended, the “Early Tender Date”) and accepted for purchase pursuant to the Tender Offer will be the total consideration set forth in the table above. The Total Consideration includes the early tender premium 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 Offer.

Subject to the terms and conditions of the Tender Offer, 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 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 Offer having been satisfied or waived. The expected Early Settlement Date is August 28, 2017, unless extended by AES, assuming all conditions to the Tender Offer 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 by the Expiration Date and that it chooses to accept for purchase, subject to the Tender Cap Amount and all conditions to the Tender Offer 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 Offer having been satisfied or waived by AES. The expected Final Settlement Date is September 12, 2017, unless extended by AES, assuming all conditions to the Tender Offer 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 Offer at or prior to, but not after, 5:00 p.m., Eastern time, on August 25, 2017, unless extended, by following the procedures described in the Tender Offer Materials.

Subject to the Tender Cap Amount and the other terms and conditions described in the Tender Offer Materials, including the Financing Condition (as defined below) and 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 validly tendered and not validly withdrawn at or prior to the Early Tender Date or the Expiration Date, as applicable, exceeds the Tender Cap Amount. If the aggregate principal amount of Securities validly tendered and not validly withdrawn exceeds the Tender Cap Amount, AES will accept such Securities on a pro rata basis.

If the Tender Offer is 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 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 their Securities accepted for payment. However, in the event we do not elect to have an Early Settlement Date and the aggregate amount of Securities 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. Securities which were not accepted for purchase due to the Tender Cap Amount 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 Securities validly tendered at or prior to the Early Tender Date (in the event we elect to have an Early Settlement Date). 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 Offer is not subject to any minimum tender condition, but is subject to the Tender Cap Amount and the satisfaction or waiver of the Financing Condition and certain other conditions described in the Tender Offer Materials.

AES’ obligation to accept for purchase, and to pay for, Securities validly tendered pursuant to the Tender Offer is subject to, and conditioned upon, having obtained debt financing (the “New Debt Financing”) in a minimum aggregate principal amount that will generate sufficient proceeds to purchase the tendered Securities, including payment of the Tender Offer Consideration or Total Consideration, as applicable, and any fees payable in connection with the Tender Offer, subsequent to the date hereof and on or prior to the Final Settlement Date, on terms and conditions reasonably satisfactory to AES (the “Financing Condition”). AES’ current intention is to satisfy the Financing Condition by issuing long-term senior debt securities but, subject to market conditions and at AES’ sole discretion, AES may elect to enter into alternative debt financing. There can be no assurance any such New Debt Financing will be available, and thus no assurance that the Financing Condition will be satisfied.

AES has retained J.P. Morgan Securities LLC to serve as Dealer Manager for the Tender Offer. Global Bondholder Services Corporation has been retained to serve as the Information and Depositary Agent for the Tender Offer. Questions regarding the Tender Offer may be directed to J.P. Morgan Securities LLC at 383 Madison Avenue, 3rd Floor, New York, New York 10179, Attn: Liability Management Group, (866) 834-4666 (toll-free), (212) 834-3260 (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 Offer 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 Offer is 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 Offer to be made by a licensed broker or dealer, the Tender Offer 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. 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 Offer 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 AES’ 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 AES’ website at www.aes.com.

Source: The AES Corporation