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Press release from Business Wire

AES Announces Tender Offers for Any and All of Its Outstanding 7.75% Senior Notes due 2014, and Up to a Total of $300 Million of Its 7.75% Senior Notes due 2015, 9.75% Senior Notes due 2016 and 8.00% Senior Notes due 2017

Thursday, April 25, 2013

AES Announces Tender Offers for Any and All of Its Outstanding 7.75% Senior Notes due 2014, and Up to a Total of $300 Million of Its 7.75% Senior Notes due 2015, 9.75% Senior Notes due 2016 and 8.00% Senior Notes due 2017

07:43 EDT Thursday, April 25, 2013

ARLINGTON, Va. (Business Wire) -- The AES Corporation (“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, any and all of its outstanding 7.75% senior notes due 2014 (the “2014 Notes”), and 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 2014 Notes, the 2015 Notes and the 2016 Notes, the “Securities”), subject to the Series Maximum Tender Amount (set forth in the table below) for each of the 2015 Notes, 2016 Notes and 2017 Notes (collectively, the “Capped Securities”).

The Tender Offers are scheduled to expire at 11:59 p.m., New York City time, on May 22, 2013 (the “Expiration Date”), unless extended or earlier terminated by AES. The Tender Offers are being made pursuant to an Offer to Purchase dated April 25, 2013 and a related Letter of Transmittal dated April 25, 2013 (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 Capped Securities that may be purchased pursuant to the Tender Offers will not exceed $300,000,000 (the “Capped Securities Tender Cap Amount”). If Holders of Capped Securities of a series validly tender Capped Securities of such series in an aggregate principal amount in excess of the Series Maximum Tender Amount applicable to such series of Capped Securities pursuant to the Tender Offer therefor, AES will accept an amount of Capped Securities of such series equal to such Series Maximum Tender Amount for purchase (subject to the Capped Securities Tender Cap Amount) and any tendered Notes may be subject to proration (as described in the Tender Offer Materials). As discussed in more detail in the Tender Offer Materials, AES reserves the right, but is under no obligation, to increase or decrease any or all of the applicable Series Maximum Tender Amounts, and the Capped Securities Tender Cap Amount, at any time, subject to compliance with applicable law.

The following table sets forth certain terms of the Tender Offers:

                Dollars per $1,000 Principal
Amount of Securities
Title of Security

CUSIP
Number

Principal
Amount
Outstanding

Series
Maximum
Tender
Amount

Tender Offer
Consideration

 

Early Tender
Premium

 

Total
Consideration

7.75% Senior Notes due 2014 00130HBC8 $500,000,000 N/A $1,025.53 $30.00 $1,055.53
7.75% Senior Notes due 2015 00130HBL8 $500,000,000 $100,000,000 $1,125.00 $30.00 $1,155.00
9.75% Senior Notes due 2016 00130HBQ7 $535,000,000 $100,000,000 $1,192.50 $30.00 $1,222.50
8.00% Senior Notes due 2017 00130HBH7 $1,500,000,000 $100,000,000 $1,175.00 $30.00 $1,205.00

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 May 8, 2013 (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). 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 first business day following the Early Tender Date, subject to all conditions to the Tender Offers having 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 each Series Maximum Tender Amount, the Capped Securities Tender Cap Amount 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 May 23, 2013, 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 May 8, 2013, unless extended, by following the procedures described in the Tender Offer Materials.

Subject to each Series Maximum Tender Amount, the Capped Securities Tender Cap Amount 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 any or all of the applicable Series Maximum Tender Amounts and the Capped Securities Tender Cap Amount, AES intends to accept for payment all Securities validly tendered at or prior to the Early Tender Date, and will only prorate the Capped Securities if the aggregate amount of Capped Securities validly tendered exceeds the applicable Series Maximum Tender Amount, or if the aggregate amount of Capped Securities of all series validly tendered at or prior to the Early Tender Date exceeds the Capped Securities Tender Cap Amount. If the applicable Tender Offer is not fully subscribed as of the Early Tender Date, Holders who validly tender Capped Securities after the Early Tender Date will be subject to proration, whereas Holders who validly tender Capped Securities at or prior to the Early Tender Date will not be subject to proration. Furthermore, if the applicable Tender Offer is fully subscribed as of the Early Tender Date, or if the aggregate amount of Capped Securities of all series validly tendered at or prior to the Early Tender Date exceeds the Capped Securities Tender Cap Amount, Holders who validly tender Capped Securities after the Early Tender Date will not have any of their Capped Securities accepted for payment. However, such Capped Securities may be accepted if AES increases the applicable Series Maximum Tender Amount, which AES is entitled to do at its sole discretion, and such increase is not fully used up by Capped Securities validly tendered at or prior to the Early Tender Date. There can be no assurance that AES will increase any Series Maximum Tender 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 applicable Series Maximum Tender Amounts, the Capped Securities Tender Cap Amount 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, AES having issued senior debt securities (the “New Debt Financing”) in a minimum aggregate principal amount of $500,000,000 subsequent to the commencement of the Tender Offers and on or prior to the Final Settlement Date, on terms and conditions reasonably satisfactory to AES (the “Financing Condition”). 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 Morgan Stanley & Co. 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 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 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) 387-1500 (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, 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. AES provides affordable, sustainable energy to 23 countries through its diverse portfolio of distribution businesses as well as thermal and renewable generation facilities. AES's workforce of 25,000 people is committed to operational excellence and meeting the world's changing power needs. AES's 2012 revenues were $18 billion and AES owns and manages $42 billion in total assets.

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.

The AES Corporation
Investor Contact:
Ahmed Pasha, 703-682-6451
OR
Media Contact:
Rich Bulger, 703-682-6318

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