AES Announces an Additional Increase of the Tender Cap Amount

ARLINGTON, Va.--()--The AES Corporation (NYSE: AES) announced today that it further increased the maximum aggregate principal amount of the Securities that may be purchased pursuant to the Tender Offers from $415,000,000 for the Securities to $625,000,000 for the Securities (the “Tender Cap Amount”). On March 3, 2014, AES increased the Tender Cap Amount from $300,000,000 for the Securities to $415,000,000 for the Securities. Tendered Securities cannot be withdrawn after the Withdrawal Deadline, which was 5:00 p.m., New York City time, on February 28, 2014.

On February 14, 2014, AES commenced the Tender Offers to purchase the Securities in accordance with the terms and conditions set forth in the Offers to Purchase for Cash and related Letter of Transmittal (collectively, the “Tender Offer Materials”). Because of the increase in the Tender Cap Amount, AES will extend the expiration of the Tender Offers to 11:59 p.m., New York City time, on March 17, 2014 (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 February 28, 2014 (the “Early Tender Date”), the Company had received valid tenders from Holders of the Securities as outlined in the table below.

                               
Title of Security

CUSIP
Number

Principal
Amount
Outstanding

Acceptance
Priority Level

Aggregate
Principal
Amount
Tendered

% Tendered

8.00% Senior Notes
due 2017

00130HBH7 $1,150,000,000 1 $711,993,000 61.91%

7.75% Senior Notes
due 2015

00130HBL8 $356,000,000 2 $245,100,000 68.85%

9.75% Senior Notes
due 2016

00130HBQ7 $368,826,000 3 $110,286,000 29.90%
 

After giving effect to the increases of the Tender Cap Amount, 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. On a Settlement Date, 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 $625,000,000. Accordingly, as described in the Offer to Purchase, Securities with acceptance priority levels 2 and 3, the 2015 Notes and 2016 Notes, respectively, are not expected to be accepted for purchase pursuant to the Tender Offers, based upon the amount of Securities with acceptance priority level 1 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 March 7, 2014, but may change at AES’s 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. AES's obligation to accept for purchase, and to pay for, Securities validly tendered pursuant to the Tender Offers 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 Offers, 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 has priced an offering of $750,000,000 senior notes that, subject to customary closing conditions, is expected to close on or prior to the Final Settlement Date and satisfy the Financing Condition. 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 may amend, extend or, subject to applicable law, terminate the Tender Offers at any time.

AES has retained Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC to serve as Dealer Managers 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) or Credit Suisse Securities (USA) LLC at 11 Madison Avenue New York, New York 10010, Attn: Liability Management Group, (800) 820-1653 (toll-free), (212) 325-2476 (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 Managers, 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 Managers, 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 21 countries through our diverse portfolio of distribution businesses as well as thermal and renewable generation facilities. Our workforce of 22,000 people is committed to operational excellence and meeting the world’s changing power needs. Our 2013 revenues were $16 billion and we own and manage $40 billion in total assets. To learn more, please visit www.aes.com.

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’s current expectations based on reasonable assumptions. Actual results could differ materially from those projected in AES’s 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’s 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’ 2013 Annual Report on Form 10-K and in subsequent reports filed with the SEC. Readers are encouraged to read AES’s filings to learn more about the risk factors associated with AES’s 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’s 2013 Annual Report on Form 10-K dated February 26, 2014 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.

Contacts

The AES Corporation
Investor Contact:
Ahmed Pasha, 703-682-6451
or
Media Contact:
Amy Ackerman, 703-682-6399

Sharing

Contacts

The AES Corporation
Investor Contact:
Ahmed Pasha, 703-682-6451
or
Media Contact:
Amy Ackerman, 703-682-6399