AES Announces Early Results and Extends Early Tender Date of Tender Offers and Consent Solicitations For Certain Outstanding Notes

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Jun 01, 2020, 08:00 ET

ARLINGTON, Va., June 1, 2020 /PRNewswire/ -- The AES Corporation (NYSE: AES) ("AES" or the "Company") announced today that it has extended the early tender date with respect to its previously announced cash tender offers (the "Tender Offers" and each, a "Tender Offer") for up to $1,584,000,000 combined aggregate purchase price of its outstanding 4.000% Senior Notes due 2021 (the "2021 Notes"), 4.875% Senior Notes due 2023 (the "4.875% 2023 Notes") and 4.500% Senior Notes due 2023 (the "4.500% 2023 Notes" and, together with the 4.875% 2023 Notes, the "2023 Notes", and the 2023 Notes together with the 2021 Notes, the "Securities") from 5:00 p.m., New York City time, on May 29, 2020 to 5:00 p.m. New York City time, on June 3, 2020 (the "Early Tender Date"), unless extended or earlier terminated by the Company. The Tender Offers and Consent Solicitations (as defined below) (collectively, the "Offers") are being made pursuant to the Company's Offer to Purchase and Consent Solicitation Statement (the "Offer to Purchase"), dated May 15, 2020, as supplemented by the Company's press release dated May 15, 2020, which sets forth a more detailed description of the terms of the Offers. Terms used but not defined herein have the meaning ascribed to them in the Offer to Purchase.

Other than the extension described above, all other terms and conditions of the Offers, including, without limitation, the Withdrawal Deadline, the Expiration Date and the Final Settlement Date (each as defined below) remain unchanged. Each Offer will expire at 11:59 P.M., New York City time, on June 12, 2020, unless extended or unless such Offer is earlier terminated (such time and date, as the same may be extended with respect to one or more series of Securities, the "Expiration Date"). AES reserves the right, but is under no obligation, at any point following the Early Tender Deadline and before the Expiration Date, to accept Securities that have been validly tendered and not validly withdrawn for purchase on a date determined at the Company's option (such date, if any, the "Early Settlement Date"). The Early Settlement Date, if any, is expected to occur on June 5, 2020. The final settlement date for each Offer is expected to occur on June 16, 2020 (the "Final Settlement Date"), promptly following the Expiration Date.

According to information received from Global Bondholder Services Corporation ("GBSC"), the Depositary and Information Agent for the Offer, as of 5:00 p.m., New York City time, on May 29, 2020, the Company had received valid tenders and related consents from Holders of the Securities as outlined in the table below.

						Dollars per $1,000 Principal Amount of Securities

Title of Security	CUSIP Number	Principal Amount Outstanding	Acceptance Priority Level	Tender Cap⁽¹⁾	Aggregate Principal Amount Tendered	Early Tender Premium	Total Consideration⁽²⁾⁽³⁾
4.000% Senior Notes due 2021	00130HBZ7	$500,000,000	1	N/A	$476,033,000	$30.00	$1,026.70

4.875% Senior Notes due 2023	00130HBT1	$613,000,000	2		$498,361,000	$30.00	$1,010.56
				$1,069,000,000
4.500% Senior Notes due 2023	00130HCA1	$500,000,000	3		$426,605,000	$30.00	$1,024.75

(1)	A $1,069,000,000 Tender Cap applies to the aggregate purchase amount of the 4.875% Senior Notes due 2023 and the 4.500% Senior Notes due 2023, collectively.
(2)	Excludes Accrued Interest to, but not including, the Early Settlement Date, which will be paid in addition to the Total Consideration.
(3)	Includes the Early Tender Premium.

In accordance with the terms of the Tender Offers, the withdrawal deadline was 5:00 p.m., New York City time, on May 29, 2020 (the "Withdrawal Deadline"). As a result, Securities that have been validly tendered on or prior to the Withdrawal Deadline, and Securities validly tendered after the Withdrawal Deadline, cannot be withdrawn, except as may be required by applicable law (as determined by the Company).

Each Holder who validly tendered their Securities prior to the Early Tender Date and whose Securities are accepted for purchase will receive the Total Consideration as set forth in the table above, plus accrued and unpaid interest from the applicable last interest payment date to, but not including, the Early Settlement Date. The Company reserves the right, in its sole discretion, at any point following the Early Tender Date and prior to the Expiration Date, to accept for purchase any Securities validly tendered (and not validly withdrawn) at or prior to the Early Tender Date, subject to the Aggregate Maximum Tender Cap, the 2023 Notes Tender Cap, the Acceptance Priority Levels and proration as described in the Offer to Purchase.

In conjunction with the Tender Offers, the Company also commenced solicitations of consents (the "Consent Solicitations") to amend the indenture governing the Securities (the "Indenture") with respect to each series of Securities to eliminate substantially all of the restrictive covenants and events of default in the Indenture, and to shorten the minimum notice requirements for optional redemption with respect to the Securities from thirty days to three business days (the "Proposed Amendments"). Adoption of the Proposed Amendments required the consent of a majority of the aggregate principal amount outstanding of each series of Securities (the "Requisite Consents"). The Company received the Requisite Consents from holders of each series of Securities as of the Withdrawal Deadline. As a result of receiving the Requisite Consents, the Company expects to promptly enter into a supplemental indenture (the "Supplemental Indenture") effecting the Proposed Amendments. The Supplemental Indenture will become effective upon execution, but will provide that the Proposed Amendments will not become operative with respect to a series of Securities unless AES accepts the Securities satisfying the Requisite Consent required for purchase in the applicable Offer. In the event of any proration of a series of Securities, the consents delivered with respect to such series of Securities shall be null and void.

The Company expects to return any Securities tendered and consents delivered but not accepted for payment promptly after the Early Settlement Date, if any, or Final Settlement Date, as applicable.

The Company may further amend, extend or, subject to certain conditions and applicable law, terminate each Offer at any time in its sole discretion. The Company's obligation to accept for purchase, and pay for, any Securities that are validly tendered and not validly withdrawn and accepted for purchase pursuant to the Offers is conditioned on the satisfaction or waiver by the Company of the conditions described in the Offer to Purchase.

AES has retained Credit Suisse Securities (USA) LLC to serve as the Dealer Manager and Solicitation Agent for the Offers. Global Bondholder Services Corporation has been retained to serve as the Information and Depositary Agent for the Offers. Questions regarding the Offers may be directed to Credit Suisse Securities (USA) LLC at (212) 538-5282. Requests for the Offer to Purchase 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 Offers only by, and pursuant to, the terms of the Offer to Purchase. None of AES, the Dealer Manager and Solicitation Agent, the Information Agent and Tender Agent makes 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 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 Offers to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of AES by the Dealer Manager and Solicitation Agent, 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. This press release is not a notice to redeem any Securities, and the Tender Offers are not conditioned upon redemption of any of the Securities. Capitalized terms used in this press release but not otherwise defined herein have the meanings assigned to them in the Offer to Purchase.

About AES

The AES Corporation (NYSE: AES) is a Fortune 500 global power company. We provide affordable, sustainable energy to 14 countries through our diverse portfolio of distribution businesses as well as thermal and renewable generation facilities. Our workforce is committed to operational excellence and meeting the world's changing power needs. Our 2019 revenues were $10 billion and we own and manage $34 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. Such forward-looking statements include, but are not limited to, the Tender Offers and Consent Solicitations, the details thereof, other expected effects of the Tender Offers and Consent Solicitations. 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 Offer to Purchase related to the 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' 2019 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' 2019 Annual Report on Form 10-K filed on February 27, 2020 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 the Company's website at www.aes.com.

SOURCE The AES Corporation