The AES Corporation (NYSE: AES) announced today the commencement of
tender offers to purchase (each offer a “Tender Offer” and collectively,
the “Tender Offers”) for cash, subject to certain terms and conditions,
up to a total of $300 million aggregate principal amount of its
outstanding 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 2015 Notes and the 2016 Notes, the
“Securities”).
The Tender Offers are scheduled to expire at 11:59 p.m., New York City
time, on March 14, 2014 (the “Expiration Date”), unless extended or
earlier terminated by AES. The Tender Offers are being made pursuant to
an Offer to Purchase dated February 14, 2014 and a related Letter of
Transmittal dated February 14, 2014 (together, the “Tender Offer
Materials”), which set forth a more detailed description of the Tender
Offers. Holders of the Securities are urged to carefully read the Tender
Offer Materials before making any decision with respect to the Tender
Offers.
The principal amount of the Securities that may be purchased pursuant to
the Tender Offers will not exceed $300,000,000 (the “Tender Cap
Amount”), subject to the acceptance priority level set forth in the
table below (the “Acceptance Priority Level”). As discussed in more
detail in the Tender Offer Materials, AES reserves the right, but is
under no obligation, to increase or decrease the Tender Cap Amount, at
any time, subject to compliance with applicable law.
The following table sets forth certain terms of the Tender Offers:
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Dollars per $1,000 Principal Amount of Securities
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Title of Security
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CUSIP Number
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Principal Amount Outstanding
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Acceptance Priority Level
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Tender Offer Consideration(1)
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Early Tender Premium
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Total Consideration(1)(2)
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8.00% Senior Notes due 2017
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00130HBH7
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$1,150,000,000
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1
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$1,175.00
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$30.00
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$1,205.00
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7.75% Senior Notes due 2015
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00130HBL8
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$356,000,000
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2
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$1,081.80
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$30.00
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$1,111.80
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9.75% Senior Notes due 2016
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00130HBQ7
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$368,826,000
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3
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$1,155.21
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$30.00
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$1,185.21
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(1)
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Excludes accrued and unpaid interest up to, but not including, the
applicable Settlement Date, which will be paid in addition to the
Tender Offer Consideration or Total Consideration, as applicable.
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(2)
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Includes the Early Tender Premium.
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The total consideration (the “Total Consideration”) payable for each
$1,000 principal amount of Securities validly tendered at or prior to
5:00 p.m., New York City time, on February 28, 2014 (such date and time,
as it may be extended, the “Early Tender Date”) and accepted for
purchase pursuant to the Tender Offers will be the applicable total
consideration for such series of Securities set forth in the table
above. The Total Consideration includes the early tender premium for
such series of Securities also set forth in the table above (the “Early
Tender Premium”). Holders must validly tender and not subsequently
validly withdraw their Securities at or prior to the Early Tender Date
in order to be eligible to receive the Total Consideration for such
Securities purchased in the Tender Offers.
Subject to the terms and conditions of the Tender Offers, each Holder
who validly tenders and does not subsequently validly withdraw their
Securities at or prior to the Early Tender Date will be entitled to
receive the Total Consideration, plus accrued and unpaid interest up to,
but not including, the applicable Settlement Date (as defined below) if
and when such Securities are accepted for payment. Holders who validly
tender their Securities after the Early Tender Date but at or prior to
the Expiration Date will be entitled to receive the tender offer
consideration equal to the applicable Total Consideration less the Early
Tender Premium (the “Tender Offer Consideration”), plus accrued and
unpaid interest up to, but not including, the applicable Settlement
Date, if and when such Securities are accepted for payment.
AES reserves the right but is under no obligation, at any point
following the Early Tender Date and before the Expiration Date, to
accept for purchase any Securities validly tendered at or prior to the
Early Tender Date (the “Early Settlement Date”). The Early Settlement
Date will be determined at AES’s option and is currently expected to
occur on the fourth business day following the Early Tender Date,
subject to all conditions to the Tender Offers having been satisfied or
waived. The expected Early Settlement Date is March 6, 2014, unless
extended by AES, assuming all conditions to the Tender Offers have been
satisfied or waived. Irrespective of whether AES chooses to exercise its
option to have an Early Settlement Date, AES will purchase any remaining
Securities that have been validly tendered by the Expiration Date and
that it chooses to accept for purchase, subject to the Tender Cap
Amount, the application of the Acceptance Priority Levels and all
conditions to the Tender Offers having been satisfied or waived by AES,
on a date immediately following the Expiration Date (the “Final
Settlement Date” and each of the Early Settlement Date and Final
Settlement Date, a “Settlement Date”). The Final Settlement Date is
expected to occur on the first business day following the Expiration
Date, subject to all conditions to the Tender Offers having been
satisfied or waived by AES. The expected Final Settlement Date is March
17, 2014, unless extended by AES, assuming all conditions to the Tender
Offers have been satisfied or waived.
To receive either the Total Consideration or the Tender Offer
Consideration, holders of the Securities must validly tender and not
validly withdraw their Securities prior to the Early Tender Date or the
Expiration Date, respectively. Securities tendered may be withdrawn from
the Tender Offers at or prior to, but not after, 5:00 p.m., New York
City time, on February 28, 2014, unless extended, by following the
procedures described in the Tender Offer Materials.
Subject to the Tender Cap Amount, the application of the Acceptance
Priority Levels and the other terms and conditions described in the
Tender Offer Materials, including the Financing Condition (as defined
below) and AES’s right to increase or decrease the Tender Cap Amount,
AES intends to accept for payment all Securities validly tendered at or
prior to the Expiration Date, and will only prorate the Securities if
the aggregate amount of Securities of all series validly tendered at or
prior to the Early Tender Date or the Expiration Date, as applicable,
exceeds the Tender Cap Amount. The amounts of each series of Securities
that are purchased in the Tender Offer will be determined in accordance
with the Acceptance Priority Levels set forth in the Offer to Purchase
and referenced in the table above, with 1 being the highest Acceptance
Priority Level and 3 being the lowest Acceptance Priority Level. At the
applicable Settlement Date, all Securities validly tendered and not
validly withdrawn in the Tender Offer having a higher (i.e.,
lower numerical) Acceptance Priority Level will be accepted before any
tendered Securities having a lower Acceptance Priority Level are
accepted in the Tender Offer. If the aggregate principal amount of any
Securities of a series tendered and not validly withdrawn in the Tender
Offer exceeds the amount of the Tender Cap Amount remaining available
for application, then, if any Securities of such series are purchased,
AES will accept such Securities on a pro rata basis. In the event that
Securities with a certain Acceptance Priority Level are accepted on such
a pro rata basis, no series of Securities with a lower Acceptance
Priority Level will be accepted for payment.
If the Tender Offers are not fully subscribed as of the Early Tender
Date and we elect to have an Early Settlement Date, Holders who validly
tender Securities after the Early Tender Date may be subject to
proration, whereas Holders who validly tender Securities at or prior to
the Early Tender Date will not be subject to proration. In addition, if
the aggregate amount of Securities of all series validly tendered at or
prior to the Early Tender Date exceeds the Tender Cap Amount and we
elect to have an Early Settlement Date, Holders who validly tender
Securities after the Early Tender Date will not have any of their
Securities accepted for payment. However, in the event we do not elect
to have an Early Settlement Date and the aggregate amount of Securities
of all series validly tendered at or prior to the Final Settlement Date
exceeds the Tender Cap Amount, all Holders who validly tendered
Securities will be subject to proration, subject to the application of
the Acceptance Priority Levels. Securities which were not accepted for
purchase due to the Tender Cap Amount or the application of the
Acceptance Priority Levels may be accepted if we increase the Tender Cap
Amount, which we are entitled to do at our sole discretion, and such
increase is not fully used up by Securities validly tendered at or prior
to the Early Tender Date (in the event we elect to have an Early
Settlement Date) or by Securities purchased in a higher (i.e., lower
numerical) Acceptance Priority Level. There can be no assurance that we
will increase the Tender Cap Amount.
The obligation of AES to accept for purchase and to pay either the Total
Consideration or Tender Offer Consideration and the accrued and unpaid
interest on the Securities pursuant to the Tender Offers is not subject
to any minimum tender condition, but is subject to the Tender Cap
Amount, the application of the Acceptance Priority Levels and the
satisfaction or waiver of the Financing Condition and certain other
conditions described in the Tender Offer Materials.
AES's obligation to accept for purchase, and to pay for, Securities
validly tendered pursuant to the Tender Offers is subject to, and
conditioned upon, having obtained debt financing (the “New Debt
Financing”) in a minimum aggregate principal amount that will generate
sufficient proceeds to purchase the tendered Securities, including
payment of the Tender Offer Consideration or Total Consideration, as
applicable, and any fees payable in connection with the Tender Offers,
subsequent to the date hereof and on or prior to the Final Settlement
Date, on terms and conditions reasonably satisfactory to AES (the
“Financing Condition”). AES’s current intention is to satisfy the
Financing Condition by issuing long-term senior debt securities but,
subject to market conditions and at AES’s sole discretion, AES may elect
to enter into alternative debt financing. There can be no assurance any
such New Debt Financing will be available, and thus no assurance that
the Financing Condition will be satisfied.
AES has retained Goldman, Sachs & Co. and Credit Suisse Securities (USA)
LLC to serve as Dealer Managers 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 Goldman, Sachs & Co. at 200 West Street, 7th
Floor, New York, New York 10282, Attn: Liability Management Group, (800)
828-3182 (toll-free), (212) 902-6941 (collect) or Credit Suisse
Securities (USA) LLC at 11 Madison Avenue New York, New York 10010,
Attn: Liability Management Group, (800) 820-1653 (toll-free), (212)
325-2476 (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 Managers, 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
Managers, 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 Tender Offer Materials.
About AES
The AES Corporation (NYSE: AES) is a Fortune 200 global power company.
We provide affordable, sustainable energy to 21 countries through our
diverse portfolio of distribution businesses as well as thermal and
renewable generation facilities. Our workforce of 25,000 people is
committed to operational excellence and meeting the world’s changing
power needs. Our 2012 revenues were $18 billion and we own and manage
$42 billion in total assets. To learn more, please visit www.aes.com.
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.
Copyright Business Wire 2014