Press release from Business Wire
AES Announces Expiration and Final Results of Its Tender Offers for Its Outstanding 7.75% Senior Notes due 2015, 9.75% Senior Notes due 2016 and 8.00% Senior Notes due 2017
Wednesday, May 29, 2013
AES Announces Expiration and Final Results of Its Tender Offers for Its Outstanding 7.75% Senior Notes due 2015, 9.75% Senior Notes due 2016 and 8.00% Senior Notes due 201706:30 EDT Wednesday, May 29, 2013
ARLINGTON, Va. (Business Wire) -- On April 25, 2013, The AES Corporation (NYSE: AES) commenced tender offers (each offer a “Tender Offer” and collectively, the “Tender Offers”) to purchase for cash its outstanding 2014 Notes, 2015 Notes, 2016 Notes and 2017 Notes (collectively, the “Securities”), subject to certain terms and conditions announced at that time and amended on May 14, 2013. As further detailed below, pursuant to the Tender Offers, AES purchased a total of $927,574,000 aggregate principal amount of the Securities. The Tender Offer for the 2014 Notes expired at 11:59 p.m., New York City time, on May 22, 2013, and the Tender Offers for the 2015 Notes, 2016 Notes and 2017 Notes (collectively, the “Capped Securities”) expired at 11:59 p.m., New York City time, on May 28, 2013 (the “Expiration Date”). Therefore, the Tender Offers are now closed.
Capitalized terms used in this announcement and not otherwise defined shall have the meanings assigned to them in the Offers to Purchase for Cash, as amended on May 14, 2013, and related Letter of Transmittal (collectively, 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 the Expiration Date, the Company had received valid tenders from Holders of Capped Securities as outlined in the table below.
|Aggregate||% of Principal|
|Title of Security||Number||Outstanding||Tender Amount||Tendered||Tendered|
|7.75% Senior Notes||00130HBL8||$500,000,000||$144,000,000||$330,041,000||66.01%|
|9.75% Senior Notes||00130HBQ7||$535,000,000||$166,174,000||$166,354,000||31.09%|
|8.00% Senior Notes||00130HBH7||$1,500,000,000||$350,000,000||$378,788,000||25.25%|
AES previously announced on May 14, 2013 that it increased the Series Maximum Tender Amount with respect to each series of Capped Securities, and such increased Series Maximum Tender Amounts are shown in the table above. AES accepted for purchase an amount of each series of Capped Securities validly tendered on or prior to the Early Tender Date up to the respective increased Series Maximum Tender Amount, and the Early Settlement Date for all such Capped Securities was on May 17, 2013. Holders of such Capped Securities received the Total Consideration, which included the Early Tender Premium, plus accrued and unpaid interest up to, but not including, the Early Settlement Date. Because AES previously accepted an amount of each series of Capped Securities up to the respective increased Series Maximum Tender Amount, AES will not accept for purchase any Capped Securities tendered after the Early Tender Date and on or prior to the Expiration Date.
Of the aggregate principal amount of 2015 Notes tendered as of the Expiration Date shown in the table above, $328,943,000 principal amount of the 2015 Notes (or 65.79% of the principal amount outstanding) were validly tendered and not withdrawn on or prior to the Early Tender Date. AES accepted $144,000,000 aggregate principal amount of such 2015 Notes for purchase. Of the aggregate principal amount of 2016 Notes tendered as of the Expiration Date shown in the table above, $166,174,000 principal amount of the 2016 Notes (or 31.06% of the principal amount outstanding) were validly tendered and not withdrawn on or prior to the Early Tender Date. AES accepted all such 2016 Notes for purchase. Of the aggregate principal amount of 2017 Notes tendered as of the Expiration Date shown in the table above, $377,820,000 principal amount of the 2017 Notes (or 25.19% of the principal amount outstanding) were validly tendered and not withdrawn on or prior to the Early Tender Date. AES accepted $350,000,000 aggregate principal amount of such 2017 Notes for purchase. The Early Settlement Date for all such Capped Securities accepted for purchase by AES was on May 17, 2013, and no additional Capped Securities will be accepted for purchase.
As previously announced, $267,400,000 aggregate principal amount of 2014 Notes were tendered as of 11:59 p.m., New York City time, on May 22, 2013, and AES accepted all such 2014 Notes for purchase. The Early Settlement Date for $267,078,000 principal amount of such 2014 Notes was on May 17, 2013, and the Final Settlement Date for the remaining $322,000 principal amount of such 2014 Notes was on May 23, 2013.
Full details of the terms and conditions of the Tender Offers are set out in the Tender Offer Materials, which are available from GBSC.
This announcement is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell any Securities. The Tender Offers are being made solely pursuant to the Tender Offer Materials. The Tender Offer Materials contain important information which should be read carefully.
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. 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.
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's 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.
Anyone 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.
Ahmed Pasha, 703-682-6451
Rich Bulger, 703-682-6318