CORRECTING and REPLACING AES Announces Tender Offer for Up to $217 Million of Its 8.00% Senior Notes due 2020
ARLINGTON, Va.–(BUSINESS WIRE)–The “Principal Amount Outstanding” in the financial table of
release should read: $445,465,000 (instead of $445,000,000).
The corrected release reads:
AES ANNOUNCES TENDER OFFER FOR UP TO $217 MILLION OF ITS 8.00% SENIOR
NOTES DUE 2020
The AES Corporation (NYSE: AES) announced today the commencement of a
tender offer to purchase (the “Tender Offer”) for cash, subject to
certain terms and conditions, up to $217 million aggregate principal
amount of its outstanding 8.00% senior notes due 2020 (the “Securities”).
The Tender Offer is scheduled to expire at 11:59 p.m., Eastern time, on
September 11, 2017 (the “Expiration Date”), unless extended or earlier
terminated by AES. The Tender Offer is being made pursuant to an Offer
to Purchase dated August 14, 2017 and a related Letter of Transmittal
dated August 14, 2017 (together, the “Tender Offer Materials”), which
set forth a more detailed description of the Tender Offer. Holders of
the Securities are urged to carefully read the Tender Offer Materials
before making any decision with respect to the Tender Offer.
The principal amount of the Securities to be purchased pursuant to the
Tender Offer is up to $217,000,000 (the “Tender Cap Amount”). 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 Offer:
Dollars per $1,000 Principal |
||||||||||
Title of Security | CUSIP Number |
Principal Amount |
Tender Offer |
Early Tender |
Total |
|||||
8.00% Senior Notes due 2020 | 00130HBN4 |
$445,465,000 |
$1,132.60 |
$30.00 |
$1,162.60 |
(1) |
Excludes accrued and unpaid interest up to, but not including, the |
|
(2) |
Includes the Early Tender Premium. | |
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., Eastern time, on August 25, 2017 (such date and time, as it
may be extended, the “Early Tender Date”) and accepted for purchase
pursuant to the Tender Offer will be the total consideration set forth
in the table above. The Total Consideration includes the early tender
premium 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 Offer.
Subject to the terms and conditions of the Tender Offer, 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 only the tender offer
consideration equal to the 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 date of such purchase, the “Early Settlement
Date”). The Early Settlement Date will be determined at AES’ option and
is currently expected to occur on the first business day following the
Early Tender Date, subject to all conditions to the Tender Offer having
been satisfied or waived. The expected Early Settlement Date is August
28, 2017, unless extended by AES, assuming all conditions to the Tender
Offer 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 and all conditions to the Tender Offer 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
Offer having been satisfied or waived by AES. The expected Final
Settlement Date is September 12, 2017, unless extended by AES, assuming
all conditions to the Tender Offer 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 Offer at or prior to, but not after, 5:00 p.m., Eastern time,
on August 25, 2017, unless extended, by following the procedures
described in the Tender Offer Materials.
Subject to the Tender Cap Amount and the other terms and conditions
described in the Tender Offer Materials, including the Financing
Condition (as defined below) and AES’ 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 validly
tendered and not validly withdrawn at or prior to the Early Tender Date
or the Expiration Date, as applicable, exceeds the Tender Cap Amount. If
the aggregate principal amount of Securities validly tendered and not
validly withdrawn exceeds the Tender Cap Amount, AES will accept such
Securities on a pro rata basis.
If the Tender Offer is 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 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 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. Securities which were not accepted for purchase due to the
Tender Cap Amount 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 met or exceeded by Securities validly tendered at or prior to
the Early Tender Date (in the event we elect to have an Early Settlement
Date). 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 Offer is not subject
to any minimum tender condition, but is subject to the Tender Cap Amount
and the satisfaction or waiver of the Financing Condition and certain
other conditions described in the Tender Offer Materials.
AES’ obligation to accept for purchase, and to pay for, Securities
validly tendered pursuant to the Tender Offer 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 Offer,
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’ current intention is to satisfy the
Financing Condition by issuing long-term senior debt securities but,
subject to market conditions and at AES’ 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 J.P. Morgan Securities LLC to serve as Dealer Manager
for the Tender Offer. Global Bondholder Services Corporation has been
retained to serve as the Information and Depositary Agent for the Tender
Offer. Questions regarding the Tender Offer may be directed to J.P.
Morgan Securities LLC at 383 Madison Avenue, 3rd Floor, New York, New
York 10179, Attn: Liability Management Group, (866) 834-4666
(toll-free), (212) 834-3260 (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 Offer only by, and pursuant to, the terms of
the Tender Offer Materials. None of AES, the Dealer Manager, 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
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 AES 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,
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 17 countries through our
diverse portfolio of distribution businesses as well as thermal and
renewable generation facilities. Our workforce of 19,000 people is
committed to operational excellence and meeting the world’s changing
power needs. Our 2016 revenues were $14 billion and we own and manage
$36 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 Tender Offer Materials related to
the Tender 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’ 2016 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’ 2016 Annual Report on Form
10-K filed on or about February 27, 2017 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