AES Announces Early Settlement 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 and an Increase of the Capped Securities Tender Cap Amount
The AES Corporation (NYSE: AES) previously announced, on May 9, 2013,
the early results of its 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”). AES announced today that it
increased the maximum aggregate principal amount of the 2015 Notes, 2016
Notes and 2017 Notes (collectively, the “Capped Securities”) that may be
purchased pursuant to the Tender Offers from $300,000,000 for the Capped
Securities, to $660,174,000 for the Capped Securities (the “Capped
Securities Tender Cap Amount”). The principal amount of each series of
Capped Securities that may be purchased pursuant to the Tender Offers
will not exceed the applicable maximum tender amount set forth in the
table below (with respect to each series of Capped Securities, the
“Series Maximum Tender Amount”), which in each case has been increased
from a previously announced Series Maximum Tender Amount of
$100,000,000. Because of the change in the Series Maximum Tender
Amounts, the expiration date of the Tender Offers for the Capped
Securities will be extended, and such Tender Offers are now scheduled to
expire at 11:59 p.m., New York City time, on May 28, 2013. The Tender
Offer for the 2014 Notes, however, is still scheduled to expire at 11:59
p.m., New York City time, on May 22, 2013. As previously announced, all
tendered Securities cannot be withdrawn after the Withdrawal Deadline,
which was 5:00 p.m., New York City time, on May 8, 2013. AES expects the
Early Settlement Date for Securities tendered at or prior to the Early
Tender Date and accepted for payment to occur on May 17, 2013, but such
date may change at AES’s option and is subject to all conditions to the
Tender Offers having been satisfied or waived by AES.
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”). Capitalized terms used in
this announcement and not otherwise defined shall have the meanings
assigned to them in the Tender Offer Materials.
As previously announced, according to information received from Global
Bondholder Services Corporation (“GBSC”), the Depositary and Information
Agent for the Tender Offers, as of the Early Tender Date, the Company
had received valid tenders from Holders of the Securities as outlined in
the table below, and AES intends to accept for payment the amount of
Securities as set forth below.
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Aggregate
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Aggregate
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Principal
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Principal
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Principal
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Amount
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Amount
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Series Maximum
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Amount
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Accepted for
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Title of Security
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CUSIP Number
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Outstanding
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Tender Amount
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Tendered
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Payment
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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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$267,078,000
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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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$144,000,000
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$328,943,000
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$144,000,000
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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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$166,174,000
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$166,174,000
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$166,174,000
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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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$350,000,000
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$377,820,000
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$350,000,000
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After giving effect to the increases in the Capped Securities Tender Cap
Amount and the Series Maximum Tender Amounts, the aggregate principal
amount of the 2015 Notes validly tendered and not withdrawn as of the
Early Tender Date exceeded the applicable Series Maximum Tender Amount.
43.78%, or $144,000,000 aggregate principal amount, of the 2015 Notes
validly tendered and not withdrawn as of the Early Tender Date will be
accepted for payment in accordance with the proration procedures
described in the Tender Offer Materials. After giving effect to the
increases in the Capped Securities Tender Cap Amount and the Series
Maximum Tender Amounts, the aggregate principal amount of the 2016 Notes
validly tendered and not withdrawn as of the Early Tender Date equaled
the applicable Series Maximum Tender Amount. 100%, or $166,174,000
aggregate principal amount, of the 2016 Notes validly tendered and not
withdrawn as of the Early Tender Date will be accepted for payment.
After giving effect to the increases in the Capped Securities Tender Cap
Amount and the Series Maximum Tender Amounts, the aggregate principal
amount of the 2017 Notes validly tendered and not withdrawn as of the
Early Tender Date exceeded the applicable Series Maximum Tender Amount.
92.64%, or $350,000,000 aggregate principal amount, of the 2017 Notes
validly tendered and not withdrawn as of the Early Tender Date will be
accepted for payment in accordance with the proration procedures
described in the Tender Offer Materials. All of the 2014 Notes validly
tendered and not withdrawn as of the Early Tender Date, or $267,078,000
aggregate principal amount, will be accepted for payment. Holders may no
longer withdraw tendered Securities.
The Early Settlement Date for the Securities tendered at or prior to the
Early Tender Date and accepted for payment as outlined above is expected
to occur on May 17, 2013, but may change at AES’s option and is subject
to all conditions to the Tender Offers having been satisfied or waived
by AES. Holders that tendered Securities at or prior to the Early Tender
Date and whose Securities were accepted for payment 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 Early 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.
Any Stockholder 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.
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