ARLINGTON, Va.--(BUSINESS WIRE)--The AES Corporation (NYSE: AES) announced today the early result of its previously announced offers to purchase (the “Tender Offers” and each, a “Tender Offer”) for cash, subject to certain terms and conditions, up to $700,000,000 aggregate principal amount of its 5.500% senior notes due 2024 (the “2024 Notes”) and its 5.500% senior notes due 2025 (the “2025 Notes” and together with the 2024 Notes, the “Securities”).
In conjunction with the Tender Offers, the Company also commenced a solicitation of consents (the “Consent Solicitation”) to amend the indenture governing the 2024 Notes to shorten the minimum notice requirements for optional redemption with respect to the 2024 Notes from thirty days to three business days. The Tender Offers and Consent Solicitation (collectively, the “ Offer”) are being made pursuant to the Company’s Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”), dated March 1, 2018, and a related Consent and Letter of Transmittal (together, the “Offer Materials”) which set forth a more detailed description of the terms of the Offer. The Tender Offers will expire at 11:59 p.m., New York City time, on March 28, 2018, unless extended or earlier terminated by AES (as the same may be extended, the “Expiration Date”).
According to information received from Global Bondholder Services Corporation (“GBSC”), the Depositary and Information Agent for the Offer, as of 5:00 p.m., New York City time, on March 14, 2018 (the “Early Tender Date”), the Company had received valid tenders and, with respect to the 2024 Notes, related consents, from Holders of the Securities as outlined in the table below.
|Title of Security||CUSIP Number||
|5.500% Senior Notes due 2024||00130HBU8||N/A||$737,726,000||1||$670,762,000||90.92%|
|5.500% Senior Notes due 2025||00130HBW4||$200,000,000||$573,217,000||2||$378,303,000||66.00%|
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 Materials 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 All Securities validly tendered and not validly withdrawn in the Tender Offer having a higher acceptance priority level will be accepted before any tendered Securities having a lower acceptance priority level are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 $200,000,000. Since the aggregate amount of Securities validly tendered at or prior to the Early Tender Date exceeds $700,000,000 Securities tendered after the Early Tender Date will not be eligible for purchase. The 2025 Notes will be accepted on a pro rata basis, subject to a proration factor of approximately 8.0%.
The Settlement Date for Securities tendered and accepted for purchase is expected to occur by March 29, 2018, but may change at AES’ option and is subject to all conditions to the Offer 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 acceptance priority levels and proration procedures described in the 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.
The Company’s Consent Solicitation sought consents from holders of the 2024 Notes to amend the indenture governing the 2024 Notes (the “Indenture”) to alter the notice requirements for optional redemption (the “Proposed Amendments”). Adoption of the Proposed Amendments required the consent of a majority of the aggregate principal amount outstanding of the 2024 Notes (the “Requisite Consents”). As of the Early Tender Date, the Company had received the Requisite Consents from holders of the Securities. As a result of receiving the Requisite Consents, the Company entered into a supplemental indenture, dated as of March 15, 2018, to the Indenture effecting the Proposed Amendments which is binding on all remaining holders of the 2024 Notes and will become operative when the Company accepts the validly tendered 2024 Notes for purchase pursuant to, and subject to the conditions set forth in, the Offer Materials.
AES’ obligation to accept for purchase, and to pay for, Securities validly tendered pursuant to the Offer is subject to, and conditioned upon, receipt of sufficient cash proceeds from its previously announced agreement to sell its entire 51% equity interest in Masin-AES Pte. Ltd., a subsidiary of AES that owns AES’ business interests in the Philippines to purchase the tendered Securities together with Accrued Interest (the “Asset Sale Condition”). The sale includes AES’ 51% equity interest in the 630 MW Masinloc coal-fired power plant in operation, the 335 MW Masinloc 2 coal-fired power plant under construction and the 10 MW Masinloc energy storage project in operation (the “Masinloc Sale”). There can be no assurance that the Masinloc Sale will occur as expected, and thus no assurance that the Asset Sale Condition will be satisfied.
AES has retained Morgan Stanley & Co. LLC to serve as the Dealer Manager and Solicitation Agent for the Offer. Global Bondholder Services Corporation has been retained to serve as the Information and Depositary Agent for the Offer. Questions regarding the Offer may be directed to Morgan Stanley & Co. LLC at 1585 Broadway, New York, New York 10036, Attn: Liability Management Group, (800) 624-1808 (toll-free), (212) 761-1057 (collect). Requests for the 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 Offer only by, and pursuant to, the terms of the Offer Materials. None of AES, the Dealer Manager and Solicitation Agent, the Information Agent and Tender Agent makes 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 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 Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of AES by the Dealer Manager and Solicitation Agent, 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. Capitalized terms used in this press release but not otherwise defined herein have the meanings assigned to them in the Offer Materials.
The AES Corporation (NYSE: AES) is a Fortune 200 global power company. We provide affordable, sustainable energy to 15 countries through our diverse portfolio of distribution businesses as well as thermal and renewable generation facilities. Our workforce is committed to operational excellence and meeting the world’s changing power needs. Our 2017 revenues were $11 billion and we own and manage $33 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 Offer Materials related to the 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’ 2017 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’ 2017 Annual Report on Form 10-K filed on or about February 27, 2018 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.