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.
About AES
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.
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For AESInvestors: Ahmed Pasha, 703-682-6451orMedia: Amy
Ackerman, 703-682-6399
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