AES Announces Expiration and Final Results of Its Tender Offers for Its Outstanding 7.75% Senior Notes due 2015, 9.75% Senior Notes due 2016 and 8.00% Senior Notes due 2017
On April 25, 2013, The AES Corporation (NYSE: AES) commenced tender
offers (each offer a “Tender Offer” and collectively, the “Tender
Offers”) to purchase for cash its outstanding 2014 Notes, 2015 Notes,
2016 Notes and 2017 Notes (collectively, the “Securities”), subject to
certain terms and conditions announced at that time and amended on May
14, 2013. As further detailed below, pursuant to the Tender Offers, AES
purchased a total of $927,574,000 aggregate principal amount of the
Securities. The Tender Offer for the 2014 Notes expired at 11:59 p.m.,
New York City time, on May 22, 2013, and the Tender Offers for the 2015
Notes, 2016 Notes and 2017 Notes (collectively, the “Capped Securities”)
expired at 11:59 p.m., New York City time, on May 28, 2013 (the
“Expiration Date”). Therefore, the Tender Offers are now closed.
Capitalized terms used in this announcement and not otherwise defined
shall have the meanings assigned to them in the Offers to Purchase for
Cash, as amended on May 14, 2013, and related Letter of Transmittal
(collectively, 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, the Company had received valid
tenders from Holders of Capped Securities as outlined in the table below.
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Aggregate
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% of Principal
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Principal
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Principal
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Amount
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CUSIP
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Amount
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Series Maximum
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Amount
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Outstanding
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Title of Security
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Number
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Outstanding
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Tender Amount
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Tendered
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Tendered
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7.75% Senior Notes
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00130HBL8
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$500,000,000
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$144,000,000
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$330,041,000
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66.01%
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due 2015
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9.75% Senior Notes
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00130HBQ7
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$535,000,000
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$166,174,000
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$166,354,000
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31.09%
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due 2016
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8.00% Senior Notes
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00130HBH7
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$1,500,000,000
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$350,000,000
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$378,788,000
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25.25%
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due 2017
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AES previously announced on May 14, 2013 that it increased the Series
Maximum Tender Amount with respect to each series of Capped Securities,
and such increased Series Maximum Tender Amounts are shown in the table
above. AES accepted for purchase an amount of each series of Capped
Securities validly tendered on or prior to the Early Tender Date up to
the respective increased Series Maximum Tender Amount, and the Early
Settlement Date for all such Capped Securities was on May 17, 2013.
Holders of such Capped Securities received the Total Consideration,
which included the Early Tender Premium, plus accrued and unpaid
interest up to, but not including, the Early Settlement Date. Because
AES previously accepted an amount of each series of Capped Securities up
to the respective increased Series Maximum Tender Amount, AES will not
accept for purchase any Capped Securities tendered after the Early
Tender Date and on or prior to the Expiration Date.
Of the aggregate principal amount of 2015 Notes tendered as of the
Expiration Date shown in the table above, $328,943,000 principal amount
of the 2015 Notes (or 65.79% of the principal amount outstanding) were
validly tendered and not withdrawn on or prior to the Early Tender Date.
AES accepted $144,000,000 aggregate principal amount of such 2015 Notes
for purchase. Of the aggregate principal amount of 2016 Notes tendered
as of the Expiration Date shown in the table above, $166,174,000
principal amount of the 2016 Notes (or 31.06% of the principal amount
outstanding) were validly tendered and not withdrawn on or prior to the
Early Tender Date. AES accepted all such 2016 Notes for purchase. Of the
aggregate principal amount of 2017 Notes tendered as of the Expiration
Date shown in the table above, $377,820,000 principal amount of the 2017
Notes (or 25.19% of the principal amount outstanding) were validly
tendered and not withdrawn on or prior to the Early Tender Date. AES
accepted $350,000,000 aggregate principal amount of such 2017 Notes for
purchase. The Early Settlement Date for all such Capped Securities
accepted for purchase by AES was on May 17, 2013, and no additional
Capped Securities will be accepted for purchase.
As previously announced, $267,400,000 aggregate principal amount of 2014
Notes were tendered as of 11:59 p.m., New York City time, on May 22,
2013, and AES accepted all such 2014 Notes for purchase. The Early
Settlement Date for $267,078,000 principal amount of such 2014 Notes was
on May 17, 2013, and the Final Settlement Date for the remaining
$322,000 principal amount of such 2014 Notes was on May 23, 2013.
Full details of the terms and conditions of the Tender Offers are set
out in the Tender Offer Materials, which are available from GBSC.
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’s 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.
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