The AES Corporation (NYSE: AES) announced today the final 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 $250,000,000 of its outstanding 7.375% senior notes due 2021 (the “2021 Notes”), 4.875% senior notes due 2023 (the “2023 Notes”), 5.500% senior notes due 2024 (the “2024 Notes”) and 5.500% senior notes due 2025 (the “2025 Notes” and, together with the 2021 Notes, the 2023 Notes and the 2024 Notes, the “Securities”). The Tender Offers expired at 11:59 p.m., New York City time, on January 26, 2016 (the “Expiration Date”).
On December 28, 2015, 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”). 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 the Expiration Date, AES had received valid tenders from Holders of the Securities as outlined in the table below.
|Title of Security||CUSIP Number|
AES previously accepted for purchase $34,122,000 principal amount of 2021 Notes, $36,931,000 principal amount of 2023 Notes, $12,120,000 principal amount of 2024 Notes and $1,783,000 principal amount of 2025 Notes, in each case validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on January 11, 2016 (the “Early Tender Date”) and made payment for such accepted Securities on January 12, 2016 (the “Early Settlement Date). Holders of such Securities tendered prior to the Early Tender Date received the Total Consideration, which included the Early Tender Premium, plus accrued and unpaid interest up to, but not including, the Early Settlement Date.
A total of $81,000 principal amount of 2021 Notes and $154,000 principal amount of 2024 Notes were validly tendered after the Early Tender Date and on or prior to the Expiration Date. The Final Settlement Date for such Securities accepted for purchase is expected to occur in no event later than January 27, 2016, but may change at AES’ option and is subject to all conditions to the Tender Offers having been satisfied or waived by AES. As described in the Tender Offer Materials, Holders of such Securities tendered after the Early Tender Date and on or prior to the Expiration Date will receive the Tender Offer Consideration, which does not include the Early Tender Premium, plus accrued and unpaid interest up to, but not including, the Final 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 J.P. Morgan Securities LLC to serve as Dealer Manager 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 J.P. Morgan Securities LLC at 383 Madison Avenue, New York, New York 10179; Attn: Liability Management Group, (866) 834-4666 (toll-free), (212) 834-3424 (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 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 18 countries through our diverse portfolio of distribution businesses as well as thermal and renewable generation facilities. Our workforce of 18,500 people is committed to operational excellence and meeting the world’s changing power needs. Our 2014 revenues were $17 billion and we own and manage $39 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’ 2014 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’ 2014 Annual Report on Form 10-K filed on or about February 26, 2015 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.
Ahmed Pasha, 703-682-6451
Amy Ackerman, 703-682-6399