AES Announces the Early Results of Its Tender Offers for Its Outstanding 7.75% Senior Notes due 2014, 7.75% Senior Notes due 2015, 9.75% Senior Notes due 2016 and 8.00% Senior Notes due 2017
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, its outstanding 7.75% Senior Notes due
2014 (the “2014 Notes”), 7.75% Senior Notes due 2015 (the “2015 Notes”),
9.75% Senior Notes due 2016 (the “2016 Notes”) and 8.00% Senior Notes
due 2017 (the “2017 Notes” and, together with the 2014 Notes, the 2015
Notes and the 2016 Notes, the “Securities”). On April 25, 2013, AES
commenced the Tender Offers to purchase the Securities in accordance
with the terms and conditions set forth in the Offers to Purchase for
Cash and related Letter of Transmittal (collectively, the “Tender Offer
Materials”). The Tender Offers will expire at 11:59 p.m., New York City
time, on May 22, 2013 (the “Expiration Date”), unless extended or
earlier terminated by AES. Tendered Securities cannot be withdrawn after
the Withdrawal Deadline, which was 5:00 p.m., New York City time, on May
8, 2013. 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., New York City time, on May 8, 2013 (the
“Early Tender Date”), the Company had received valid tenders from
Holders of the Securities as outlined in the table below.
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Title of Security
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CUSIP Number
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Principal Amount Outstanding
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Series Maximum Tender Amount
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Aggregate Principal Amount Tendered
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% Tendered
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7.75% Senior Notes due 2014
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00130HBC8
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$500,000,000
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N/A
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$267,078,000
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53.42%
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7.75% Senior Notes due 2015
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00130HBL8
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$500,000,000
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$100,000,000
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$328,943,000
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65.79%
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9.75% Senior Notes due 2016
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00130HBQ7
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$535,000,000
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$100,000,000
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$166,174,000
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31.06%
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8.00% Senior Notes due 2017
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00130HBH7
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$1,500,000,000
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$100,000,000
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$377,820,000
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25.19%
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Holders that tendered Securities at or prior to the Early Tender Date
and whose Securities are accepted for payment, subject to the proration
procedures with respect to the Capped Securities described in the Tender
Offer Materials, will be entitled to receive the Total Consideration (as
defined in the Tender Offer Materials), 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. However, the Financing Condition described
in the Tender Offer Materials was satisfied on April 30, 2013, upon
AES’s consummation of the New Debt Financing in an aggregate principal
amount of $500,000,000. 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.
This announcement is for informational purposes only and is not an offer
to purchase or a solicitation of an offer to sell any Securities. The
Tender Offers are being made solely pursuant to the Tender Offer
Materials. The Tender Offer Materials contain important information
which should be read carefully.
Additional Information
AES has retained Morgan Stanley & Co. 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 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 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) 387-1500 (for all others).
AES is making the Tender Offers only by, and pursuant to, the terms of
the Tender Offer Materials. 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.
About AES
The AES Corporation (NYSE: AES) is a Fortune 200 global power company.
AES provides affordable, sustainable energy to 23 countries through its
diverse portfolio of distribution businesses as well as thermal and
renewable generation facilities. AES’s workforce of 25,000 people is
committed to operational excellence and meeting the world’s changing
power needs. AES’s 2012 revenues were $18 billion and AES owns and
manages $42 billion in total assets.
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’s current expectations based
on reasonable assumptions. Actual results could differ materially from
those projected in AES’s 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’s 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’ 2012 Annual Report on Form 10-K and in subsequent
reports filed with the SEC. Readers are encouraged to read AES’s filings
to learn more about the risk factors associated with AES’s business. AES
undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
Anyone who desires a copy of AES’s 2012 Annual Report on Form 10-K dated
on or about February 26, 2013 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.