AES Andres B.V. and Dominican Power Partners Announce Early Tender Results of their Offer to Purchase for Cash Any and All of their Outstanding 7.950% Senior Notes due 2026

SANTO DOMINGO, Dominican Republic, April 30, 2021 /PRNewswire/ -- AES Andres B.V. ("Andres BV") and Dominican Power Partners ("DPP" and, together with Andres BV, the "Co-Issuers"), today announced early results of the previously announced offer to purchase for cash (the "Tender Offer") any and all of their 7.950% Senior Notes due 2026 listed in the table below (the "Notes.")  No tenders submitted after the Expiration Date (defined below) will be valid.  The Tender Offer is taking place pursuant to the terms and conditions described in the Co-Issuers' Offer to Purchase, dated April 19, 2021 (the "Offer to Purchase").

According to information received from Global Bondholder Services Corporation ("GBSC"), the Tender and Information Agent for the Tender Offer, as of 5:00 p.m., New York City time, on April 30, 2021 (that date and time, the "Early Tender Time"), the Co-Issuers had received valid tenders from holders of the Notes as outlined in the table below.

The deadline for holders to validly withdraw tenders of Notes has passed. Accordingly, Notes that were tendered before the Early Tender Time and any additional Notes that are tendered at or prior to 11:59 p.m., New York City time, on May 14, 2021 (the "Expiration Date") may not be withdrawn, except in the limited circumstances described in the Offer to Purchase.

The Tender Offer is subject to the conditions described in the Offer to Purchase. Subject to the satisfaction or waiver of all conditions (including the financing condition as defined in the Offer to Purchase) to the Tender Offer described in the Offer to Purchase having been either satisfied or waived by the Co-Issuers, the Co-Issuers intend to accept for purchase all of the Notes validly tendered (and not validly withdrawn) before the Early Tender Time. These Notes will be purchased on May 4, 2021 (the "Early Settlement Date"). Holders of the Notes who validly tender their Notes after the Early Tender Time but at or prior to the Expiration Date will not be entitled to receive the Early Tender Premium and therefore will only receive the Tender Offer Consideration, plus accrued and unpaid interest up to, but not including, the Final Settlement Date.

The Co-Issuers intend to accept for purchase any remaining Notes that are validly tendered and accepted in the Tender Offer prior to the Expiration Date. These Notes are expected to be purchased on May 18, 2021 (the "Final Settlement Date").

All Notes validly tendered and accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on such Notes from the last interest payment date with respect to those Notes to, but not including, the applicable settlement date. The amount of such interest will be subject to withholding tax gross-up using the same methodology as in the indenture governing the Notes, subject to the exceptions contained therein. Nevertheless, the amount of such interest may be subject to withholding tax if required by law or by the interpretation of the corresponding tax administration, without prejudice to the potential application of gross-up using the same methodology as in the indenture governing the Notes.

Payment for Notes validly tendered in the Tender Offer, including accrued and unpaid interest and fees and expenses payable in connection with the Tender Offer, is expected to be financed with the net proceeds of Andres BV's offering of $300 million 5.700% Notes due 2028 (the "New Notes") that priced on April 29, 2021 and is expected to close on the Early Settlement Date (the "Bond Offering").  The Tender Offer is conditioned on the successful completion of the Bond Offering.  See "The Terms of the Tender Offer—Conditions to the Tender Offer." The Bond Offering will be exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"). This Tender Offer is not an offer to sell or a solicitation of an offer to buy the New Notes.

Citigroup Global Markets Inc. ("Citigroup") J.P. Morgan Securities LLC ("J.P. Morgan") and Scotia Capital (USA) Inc. ("Scotiabank") are acting as dealer managers for the Tender Offer (the "Dealer Managers").  GBSC has been retained to serve as the Tender and Information Agent for the Tender Offer.  Persons with questions regarding the Tender Offer should contact Citigroup at (800) 558-3745 (toll free) or (212) 723-6106 (collect), J.P. Morgan Securities LLC, Attn: Liability Management Group, (866) 846-2874 (toll-free) or (212) 834-7279 (collect), or Scotia Capital (USA) Inc. Attn: Liability Management, (833) 498-1660 (toll-free). 

Requests for the Offer to Purchase should be directed to GBSC at (toll free) (866) 470-3700 or (collect) (212) 430-3774 or email at [email protected].

None of the Co-Issuers, their board of directors, their officers, the Dealer Managers, the depositary, the information agent or the trustee with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation.  Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender.

This press release is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes or any other securities, including the New Notes.  The Tender Offer is being made solely pursuant to the terms of the Offer to Purchase.  The Tender Offer is not being made to holders of Notes 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.  

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934 that are not based on historical facts and are not assurances of future results.  These forward-looking statements are based on management's current expectations and estimates about future events and financial trends, which affect or may affect the Co-Issuers' businesses and results of operations.  The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words are intended to identify estimates and forward-looking statements.  These statements include but are not limited to forward-looking statements about the planned Tender Offer.  Although the Co-Issuers believe that these forward-looking statements are based upon reasonable assumptions, these statements are subject to several risks and uncertainties and are made in light of information currently available to the Co-Issuers.  Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance.  Any changes in such assumptions or factors could cause actual results to differ materially from current expectations and the Co-Issuers' future results may differ materially from those expressed in these estimates and forward- looking statements. 

All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and you should not place reliance on any forward-looking statement contained in this press release.  The Co-Issuers undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

SOURCE AES Andres B.V. and Dominican Power Partners

SOURCE AES Andres B.V. and Dominican Power Partners

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