ARLINGTON, Va.--(BUSINESS WIRE)--The AES Corporation (NYSE: AES) announced today the early tender results of its previously announced offers to purchase (the “Tender Offers” and each, a “Tender Offer”) for cash, subject to certain terms and conditions, any and all of its of its outstanding 8.000% senior notes due 2020 and 7.375% senior notes due 2021 (collectively, the “Securities”).
In conjunction with the Tender Offers, the Company also commenced solicitations of consents (the “Consent Solicitations”) to amend the indenture governing the Securities to shorten the notice requirements for optional redemption with respect to each such series of Securities from thirty days to three business days. The Tender Offers and Consent Solicitations (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 related consents from Holders of the Securities as outlined in the table below.
|Title of Security||CUSIP Number||Principal Amount Outstanding||Aggregate Principal Amount Tendered||% Tendered|
|8.000% Senior Notes due 2020||00130HBN4||$228,465,000||$142,096,000||62.20%|
|7.375% Senior Notes due 2021||00130HBS3||$689,814,000||$625,793,000||90.72%|
The Early Settlement Date for Securities tendered at or prior to the Early Tender Date and accepted for purchase is expected to occur by March 15, 2018, but may change at AES’ option and is subject to all conditions to the Tender 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 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. 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 Final Settlement Date, if and when such Securities are accepted for payment.
The Company’s Consent Solicitations sought consents from holders of each series of the Securities to amend the indenture governing the Securities (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 each series of Securities (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 each series of the Securities.
Closing of the Offer is subject to the conditions described in the Offer Materials. However, the Financing Condition described in the Offer Materials was satisfied on March 15, 2018, upon AES’ consummation of the New Debt Financing in the form of long-term senior debt securities in an aggregate principal amount of $1.0 billion. Full details of the terms and conditions of the Offer are set out in the Offer Materials, which are available from GBSC. AES may amend, extend or, subject to applicable law, terminate the Offer at any time.
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 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 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, 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 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.