ARLINGTON, Va.--(BUSINESS WIRE)--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, 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”). Tendered Securities cannot be withdrawn after the Withdrawal Deadline, which was 5:00 p.m., Eastern time, on March 27, 2017.
On March 14, 2017, 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., Eastern time, on April 10, 2017 (the “Expiration Date”), unless extended or earlier terminated by AES. 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., Eastern time, on March 27, 2017 (the “Early Tender Date”), AES had received valid tenders from Holders of the Securities as outlined in the table below.
|Title of Security||CUSIP Number||
|7.375% Senior Notes due 2021||00130HBS3||$965,797,000||1||$275,983,000||28.58%|
|8.000% Senior Notes due 2020||00130HBN4||$469,482,000||2||$156,456,000||33.33%|
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 higher acceptance priority level and 2 being the lower 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 All Securities validly tendered and not validly withdrawn in the Tender Offer having a higher acceptance priority level will be accepted before any tendered Securities having a lower acceptance priority level are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 lower 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 $300,000,000. Since the aggregate amount of Securities validly tendered at or prior to the Early Tender Date exceeds $300 million, Securities tendered after the Early Tender Date will not be eligible for purchase. The 2020 Notes will be accepted on a pro rata basis, subject to a proration factor of approximately 15.8%.
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 28, 2017, 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. 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. GBSC 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 GBSC 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.
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.