AES Announces Early Results of Tender Offers for up to $700,000,000 Aggregate Principal Amount of its 5.500% Senior Notes Due 2024 and 5.500% Senior Notes Due 2025 and Consent Solicitation for its 5.500% Senior Notes Due 2024
ARLINGTON, Va.–(BUSINESS WIRE)–The AES Corporation (NYSE: AES) announced today the early result of its
previously announced offers to purchase (the “Tender Offers” and each, a
“Tender Offer”) for cash, subject to certain terms and conditions, up to
$700,000,000 aggregate principal amount of its 5.500% senior notes due
2024 (the “2024 Notes”) and its 5.500% senior notes due 2025 (the “2025
Notes” and together with the 2024 Notes, the “Securities”).
In conjunction with the Tender Offers, the Company also commenced a
solicitation of consents (the “Consent Solicitation”) to amend the
indenture governing the 2024 Notes to shorten the minimum notice
requirements for optional redemption with respect to the 2024 Notes from
thirty days to three business days. The Tender Offers and Consent
Solicitation (collectively, the “ Offer”) are being made pursuant to the
Company’s Offer to Purchase and Consent Solicitation Statement (the
“Offer to Purchase”), dated March 1, 2018, and a related Consent and
Letter of Transmittal (together, the “Offer Materials”) which set forth
a more detailed description of the terms of the Offer. The Tender Offers
will expire at 11:59 p.m., New York City time, on March 28, 2018, unless
extended or earlier terminated by AES (as the same may be extended, the
“Expiration Date”).
According to information received from Global Bondholder Services
Corporation (“GBSC”), the Depositary and Information Agent for the
Offer, as of 5:00 p.m., New York City time, on March 14, 2018 (the
“Early Tender Date”), the Company had received valid tenders and, with
respect to the 2024 Notes, related consents, from Holders of the
Securities as outlined in the table below.
Title of Security | CUSIP Number |
Tender Cap |
Principal Amount |
Acceptance |
Aggregate Principal |
% Tendered |
5.500% Senior Notes due 2024 | 00130HBU8 | N/A | $737,726,000 | 1 | $670,762,000 | 90.92% |
5.500% Senior Notes due 2025 | 00130HBW4 | $200,000,000 | $573,217,000 | 2 | $378,303,000 | 66.00% |
The principal amounts of each series of Securities that are purchased in
the Tender Offers will be determined in accordance with the acceptance
priority levels set forth in the Offer Materials and referenced in the
table above, with 1 being the higher acceptance priority level and 2
being the lower acceptance priority level. All Securities validly
tendered and not validly withdrawn in the Tender Offer having a higher
acceptance priority level will be accepted before any tendered
Securities having a lower acceptance priority level are accepted in the
applicable Tender Offer. Securities of the series in the lower
acceptance priority level accepted for purchase in accordance with the
terms and conditions of the Tender Offers will be subject to proration
so that AES will only accept for purchase Securities up to a combined
aggregate principal amount of $200,000,000. Since the aggregate amount
of Securities validly tendered at or prior to the Early Tender Date
exceeds $700,000,000 Securities tendered after the Early Tender Date
will not be eligible for purchase. The 2025 Notes will be accepted on a
pro rata basis, subject to a proration factor of approximately 8.0%.
The Settlement Date for Securities tendered and accepted for purchase is
expected to occur by March 29, 2018, but may change at AES’ option and
is subject to all conditions to the Offer having been satisfied or
waived by AES. Holders that tendered Securities at or prior to the Early
Tender Date and whose Securities are accepted for payment, subject to
the acceptance priority levels and proration procedures described in the
Offer Materials, will be entitled to receive the Total Consideration,
which includes the Early Tender Premium, plus accrued and unpaid
interest up to, but not including, the Settlement Date.
The Company’s Consent Solicitation sought consents from holders of the
2024 Notes to amend the indenture governing the 2024 Notes (the
“Indenture”) to alter the notice requirements for optional redemption
(the “Proposed Amendments”). Adoption of the Proposed Amendments
required the consent of a majority of the aggregate principal amount
outstanding of the 2024 Notes (the “Requisite Consents”). As of the
Early Tender Date, the Company had received the Requisite Consents from
holders of the Securities. As a result of receiving the Requisite
Consents, the Company entered into a supplemental indenture, dated as of
March 15, 2018, to the Indenture effecting the Proposed Amendments which
is binding on all remaining holders of the 2024 Notes and will become
operative when the Company accepts the validly tendered 2024 Notes for
purchase pursuant to, and subject to the conditions set forth in, the
Offer Materials.
AES’ obligation to accept for purchase, and to pay for, Securities
validly tendered pursuant to the Offer is subject to, and conditioned
upon, receipt of sufficient cash proceeds from its previously announced
agreement to sell its entire 51% equity interest in Masin-AES Pte. Ltd.,
a subsidiary of AES that owns AES’ business interests in the Philippines
to purchase the tendered Securities together with Accrued Interest (the
“Asset Sale Condition”). The sale includes AES’ 51% equity interest in
the 630 MW Masinloc coal-fired power plant in operation, the 335 MW
Masinloc 2 coal-fired power plant under construction and the 10 MW
Masinloc energy storage project in operation (the “Masinloc Sale”).
There can be no assurance that the Masinloc Sale will occur as expected,
and thus no assurance that the Asset Sale Condition will be satisfied.
AES has retained Morgan Stanley & Co. LLC to serve as the Dealer Manager
and Solicitation Agent for the Offer. Global Bondholder Services
Corporation has been retained to serve as the Information and Depositary
Agent for the Offer. Questions regarding the Offer 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 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 Offer only by, and pursuant to, the terms of the Offer
Materials. None of AES, the Dealer Manager and Solicitation Agent, the
Information Agent and 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 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
Offer to be made by a licensed broker or dealer, the Offer will be
deemed to be made on behalf of AES by the Dealer Manager and
Solicitation Agent, 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 Materials.
About AES
The AES Corporation (NYSE: AES) is a Fortune 200 global power company.
We provide affordable, sustainable energy to 15 countries through our
diverse portfolio of distribution businesses as well as thermal and
renewable generation facilities. Our workforce is committed to
operational excellence and meeting the world’s changing power needs. Our
2017 revenues were $11 billion and we own and manage $33 billion in
total assets. To learn more, please visit www.aes.com.
Follow AES on Twitter @TheAESCorp.
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’ current expectations based
on reasonable assumptions. Actual results could differ materially from
those projected in AES’ forward-looking statements due to risks,
uncertainties and other factors. Important factors that could affect
actual results are discussed in the Offer Materials related to the Offer
and AES’ 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’ 2017 Annual Report on Form 10-K and in subsequent reports filed
with the SEC. Readers are encouraged to read AES’ filings to learn more
about the risk factors associated with AES’ 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’ 2017 Annual Report on Form
10-K filed on or about February 27, 2018 with the SEC 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. A copy
of the Form 10-K may be obtained by visiting AES’ website at www.aes.com.
Contacts
The AES Corporation
Investor Contact:
Ahmed Pasha, 703-682-6451
or
Media
Contact:
Amy Ackerman, 703-682-6399