DPL Inc. (“DPL”), a subsidiary of The AES Corporation (NYSE: AES),
announced today that it is extending the expiration date for its
previously announced tender offer for its outstanding 6.50% Senior Notes
due 2016 (the “Securities”). The tender offer will now expire at 11:59
p.m. New York City time on October 20, 2014 (such date and time, as it
may be extended, the “Expiration Date”), unless extended or earlier
terminated. The tender offer is being made upon, and is subject to, the
terms and conditions set forth in the Offer to Purchase, dated September
3, 2014 (the “Offer to Purchase”) and the related Letter of Transmittal.
DPL also announced that it is increasing the “Maximum Tender Amount” for
the tender offer from $280 million in aggregate principal amount of
outstanding Securities to $300 million in aggregate principal amount and
amending the “Financing Condition” for the tender offer. The “Financing
Condition” now means (a) the consummation of the New Debt Financing (as
defined in the Offer to Purchase) in a minimum aggregate principal
amount of $200 million and (b) the determination by DPL, in its sole
discretion, that it has funds available in a sufficient amount from the
New Debt Financing, cash on hand and/or the proceeds of short term
borrowings to purchase the Securities it accepts for purchase in the
tender offer and to pay the fees and expenses related to the tender
offer, in each case on terms that are satisfactory to DPL in its sole
discretion.
DPL also announced that today, October 6, 2014, it intends to accept for
purchase $300 million aggregate principal amount of Securities, being
the increased Maximum Tender Amount of Securities validly tendered on or
before 11:59 pm New York City time on October 3, 2014 (the “Early
Acceptance Deadline”). As of the Early Acceptance Deadline, according to
information provided by D. F. King & Co., Inc., $363,793,000 aggregate
principal amount of the Securities was validly tendered and not validly
withdrawn in the tender offer (representing 84.6% of the aggregate
principal amount of the Securities outstanding). Because the aggregate
principal amount of Securities validly tendered and not validly
withdrawn as of the Early Acceptance Deadline exceeds the Maximum Tender
Amount, Securities accepted for purchase today will be subject to
proration based on the terms described in the Offer to Purchase. The
proration factor for Securities validly tendered prior to the Early
Acceptance Deadline and which are accepted for payment is 82.5%. In
addition, because the tender offer was fully subscribed as of the Early
Acceptance Deadline, holders who validly tender Securities after such
date and on or before the Expiration Date will not have any of their
Securities accepted for payment, unless DPL further increases the
Maximum Tender Amount. DPL reserves the right, but is under no
obligation, to further increase the Maximum Tender Amount at any time,
subject to compliance with applicable law. The settlement date for
Securities validly tendered prior to the Early Acceptance Deadline and
which are accepted for payment is expected to be today, October 6, 2014,
subject to satisfaction of the Financing Condition. DPL has priced an
offering of $200,000,000 of senior notes that, subject to customary
closing conditions, is expected to close today. There can be no
assurance any such New Debt Financing will close and therefore be
available to help satisfy the Financing Condition, and thus no assurance
that the Financing Condition will be satisfied. Securities tendered in
the tender offer that have not been accepted for purchase due to
proration will be returned promptly to the tendering holders. The
settlement date, if necessary, for Securities validly tendered after the
Early Acceptance Deadline and on or before the Expiration Date and which
are accepted for purchase will occur promptly following the Expiration
Date.
Holders of Securities that were validly tendered at or prior to 5:00
p.m. New York City time on September 19, 2014 (the “Early Tender Date”)
and are accepted for purchase will receive the “Total Consideration” of
$1,092.56, which includes the early tender premium (the “Early Tender
Premium”) of $50.00 per $1,000 principal amount of Securities validly
tendered. Holders validly tendering Securities after the Early Tender
Date but before the Expiration Date and which are accepted for purchase
will be eligible to receive only the “Tender Offer Consideration” of
$1,042.56, which equals the Total Consideration less the Early Tender
Premium. No tenders submitted after the Expiration Date will be valid.
DPL will pay accrued and unpaid interest from and including the last
interest payment date applicable to the Securities up to, but not
including, the applicable settlement date for Securities accepted for
purchase.
Holders of Securities who validly tender their Securities may not
withdraw their Securities except in the limited circumstances described
in the Offer to Purchase.
The tender offer is conditioned upon the satisfaction of certain
conditions, including the financing condition (as described above) and a
minimum tender condition and other general conditions (each as described
in the Offer to Purchase). Subject to applicable law, DPL may also
terminate the tender offer at any time before the Expiration Date in its
sole discretion.
DPL has retained BofA Merrill Lynch to serve as Dealer Manager for the
tender offer. D.F. King & Co., Inc. has been retained to serve as the
Information Agent and Tender Agent for the tender offer. Questions
regarding the tender offer may be directed to BofA Merrill Lynch at
(888) 292-0070 (Toll-Free) or (980) 387-3907 (Collect). Requests for the
Offer to Purchase, Letter of Transmittal and related tender offer
materials may be directed to D.F. King & Co., Inc. at (212) 269-5550 or
toll free at (800) 431-9643 or email dpl@dfking.com.
You may also contact your broker, dealer, commercial bank or trust
company or other nominee for assistance.
DPL is making the tender offer only by, and pursuant to, the terms of
the Offer to Purchase and Letter of Transmittal. None of DPL, its board
of directors, the Dealer Manager, the Information Agent or the Tender
Agent makes 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 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 tender offer to be made by
a licensed broker or dealer, the tender offer will be deemed to be made
on behalf of DPL by the Dealer Manager, 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, 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 to Purchase, Letter of Transmittal and related tender
offer materials.
About DPL and AES
DPL, a subsidiary of The AES Corporation, is a diversified regional
energy company that serves retail customers in West Central Ohio and
Illinois through its subsidiaries. DPL’s principal subsidiaries include
The Dayton Power and Light Company (“DP&L”); DPL Energy, LLC (“DPLE”);
and DPL Energy Resources, Inc. (“DPLER”), which also does business as
DP&L Energy. DP&L, a regulated electric utility, provides service to
over 515,000 customers in West Central Ohio; DPLE engages in the
operation of peaking generation facilities; and DPLER is a competitive
retail electric supplier. DPL, through its subsidiaries, owns and
operates approximately 3,500 megawatts of generation capacity, of which
2,500 megawatts are coal-fired units and 1,000 megawatts are solar,
natural gas and diesel peaking units.
The AES Corporation (NYSE:AES) is a Fortune 200 global power company. We
provide affordable, sustainable energy to 20 countries through a diverse
portfolio of distribution businesses as well as thermal and renewable
generation facilities. Our workforce of 17,800 people is committed to
operational excellence and meeting the world's changing power needs.
AES’ 2013 revenues were $16 billion and we own and manage $40 billion in
total assets. To learn more, please visit www.aes.com.
Follow AES on Twitter @TheAESCorp.
Forward Looking Statements
Certain statements contained in this press release are “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Matters discussed in this press release that relate
to events or developments that are expected to occur in the future,
including management’s expectations, strategic objectives, business
prospects, anticipated economic performance, financial position and
other similar matters constitute forward-looking statements.
Forward-looking statements are based on management’s beliefs,
assumptions and expectations of future economic performance, taking into
account the information currently available to management. These
statements are not statements of historical fact and are typically
identified by terms and phrases such as “anticipate,” “believe,”
“intend,” “estimate,” “expect,” “continue,” “should,” “could,” “may,”
“plan,” “project,” “predict,” “will” and similar expressions. Such
forward-looking statements are subject to risks and uncertainties and
investors are cautioned that outcomes and results may vary materially
from those projected due to various factors beyond DPL’s control,
including but not limited to the risks and other factors discussed in
the Offer to Purchase, Letter of Transmittal and related tender offer
materials (including the information incorporated by reference therein)
and DPL’s filings with the Securities and Exchange Commission.
Forward-looking statements speak only as of the date of the document in
which they are made. DPL disclaims any obligation or undertaking to
provide any updates or revisions to any forward-looking statement to
reflect any change in its expectations or any change in events,
conditions or circumstances on which the forward-looking statement is
based. If DPL does update one or more forward-looking statements, no
inference should be made that DPL will make additional updates with
respect to those or other forward-looking statements.
All such factors are difficult to predict, contain uncertainties that
may materially affect actual results and many are beyond DPL’s control.
See “Risk Factors” in DPL’s Annual Report on Form 10-K for the year
ended December 31, 2013 filed with the Securities and Exchange
Commission and incorporated by reference into the Offer to Purchase for
a more detailed discussion of the foregoing and certain other factors
that could cause actual results to differ materially from those
reflected in such forward-looking statements and that should be
considered in evaluating DPL’s outlook.
Copyright Business Wire 2014