AES Announces the Early Results of Its Tender Offers for Its Outstanding 7.375% Senior Notes due 2021, 4.875% Senior Notes due 2023, 5.500% Senior Notes due 2024 and 5.500% Senior Notes due 2025
The AES Corporation (NYSE: AES) announced today the early results of its
previously announced tender offers to purchase (each offer a "Tender
Offer" and collectively, the "Tender Offers") for cash, subject to
certain terms and conditions, up to $250,000,000 of its outstanding
7.375% senior notes due 2021 (the "2021 Notes"), 4.875% senior notes due
2023 (the "2023 Notes"), 5.500% senior notes due 2024 (the "2024 Notes")
and 5.500% senior notes due 2025 (the "2025 Notes" and, together with
the 2021 Notes, the 2023 Notes and the 2024 Notes, the "Securities").
Tendered Securities cannot be withdrawn after the Withdrawal Deadline,
which was 5:00 p.m., New York City time, on January 11, 2016.
On December 28, 2015, AES commenced the Tender Offers to purchase the
Securities in accordance with the terms and conditions set forth in the
Offer to Purchase for Cash and related Letter of Transmittal
(collectively, the "Tender Offer Materials"). The Tender Offers will
expire at 11:59 p.m., New York City time, on January 26, 2016 (the
"Expiration Date"), unless extended or earlier terminated by AES.
Capitalized terms used in this announcement and not otherwise defined
shall have the meanings assigned to them in 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 5:00 p.m., New York City time, on January 11, 2016
(the "Early Tender Date"), AES had received valid tenders from Holders
of the Securities as outlined in the table below.
Title of Security
CUSIP Number
Principal Amount Outstanding
Acceptance Priority Level
Aggregate Principal Amount Tendered
% Tendered
4.875% Senior Notes due 2023
00130HBT1
$750,000,000
1
$36,931,000
4.92%
5.500% Senior Notes due 2025
00130HBW4
$575,000,000
2
$1,783,000
0.31%
5.500% Senior Notes due 2024
00130HBU8
$750,000,000
3
$12,120,000
1.62%
7.375% Senior Notes due 2021
00130HBS3, 00130HBR5 (144A)
$1,000,000,000
4
$34,122,000
3.41%
$3,075,000,000
$84,956,000
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 to Purchase and referenced in the
table above, with 1 being the highest acceptance priority level and 4
being the lowest 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 lowest
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 $250,000,000.
The Early Settlement Date for Securities tendered at or prior to the
Early Tender Date and accepted for purchase is expected to occur in no
event later than January 12, 2016, but may change at AES' option and is
subject to all conditions to the Tender Offers 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 applicable priority level and the proration procedures described in
the Tender 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.
Closing of the Tender Offers is subject to the conditions described in
the Tender Offer Materials. Full details of the terms and conditions of
the Tender Offers are set out in the Tender Offer Materials, which are
available from GBSC. AES may amend, extend or, subject to applicable
law, terminate the Tender Offers at any time.
AES has retained J.P. Morgan Securities 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 J.P.
Morgan Securities LLC at 383 Madison Avenue, New York, New York 10179;
Attn: Liability Management Group, (866) 834-4666 (toll-free), (212)
834-3424 (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 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
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.
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.
About AES
The AES Corporation (NYSE: AES) is a Fortune 200 global power company.
We provide affordable, sustainable energy to 18 countries through our
diverse portfolio of distribution businesses as well as thermal and
renewable generation facilities. Our workforce of 18,500 people is
committed to operational excellence and meeting the world's changing
power needs. Our 2014 revenues were $17 billion and we own and manage
$39 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 Offers 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' 2014 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' 2014 Annual Report on Form
10-K filed on or about February 26, 2015 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.
