AES Announces Early Results of Tender Offers For Certain Outstanding Notes

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Jun 04, 2020, 08:00 ET

ARLINGTON, Va., June 4, 2020 /PRNewswire/ -- The AES Corporation (NYSE: AES) ("AES" or the "Company") announced today the early results of the 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"). AES also announced today that it is amending the aggregate purchase price from $1,584,000,000 to $1,432,949,264.30 (the "Aggregate Purchase Price") and is amending the aggregate maximum tender cap to an aggregate principal amount of Securities that would not result in an Aggregate Purchase Price that exceeds $1,432,949,264.30 (such amount, subject to further increase or decrease, the "Aggregate Maximum Tender Cap"). AES is also amending the aggregate purchase price of its 2023 Notes from $1.069 billion to $942,145,596.30 (the "2023 Notes Purchase Price") and is amending the tender cap with respect to the 2023 Notes to an aggregate principal amount of the 2023 Notes that would not, collectively, result in the purchase price for the 2023 Notes to exceed $942,145,596.30 (the "2023 Notes Tender Cap"). The other terms of the Tender Offers described in the Offer to Purchase and Consent Solicitation Statement (the "Offer to Purchase"), dated May 15, 2020, as supplemented by the Company's press releases dated May 15, 2020 and June 1, 2020, remain unchanged.

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") to eliminate substantially all of the restrictive covenants and events of default in the Indenture governing the Securities, and to shorten the minimum notice requirements for optional redemption with respect to the Securities from thirty days to three business days. The Tender Offers and Consent Solicitations (collectively, the "Offers") are being made pursuant to the Offer to Purchase, 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.

According to information received from Global Bondholder Services Corporation ("GBSC"), the Depositary and Information Agent for the Offers, as of 5:00 p.m., New York City time, on June 3, 2020 (the "Early Tender Date"), 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 Purchased	Early Tender Premium	Total Consideration⁽²⁾⁽³⁾
4.000% Senior Notes due 2021	00130HBZ7	$500,000,000	1	N/A	$478,040,000	$30.00	$1,026.70
4.875% Senior Notes due 2023	00130HBT1	$613,000,000	2	$942,145,596.30	$498,605,000	$30.00	$1,010.56
4.500% Senior Notes due 2023	00130HCA1	$500,000,000	3		$427,690,000	$30.00	$1,024.75

(1)	A $942,145,596.30 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.

Based on results to date, as all conditions to the Offers were deemed satisfied by the Company by the Early Tender Date or timely waived by the Company, the Company expects to make payment on June 5, 2020 (the "Early Settlement Date") for all tendered Securities not validly revoked as of the Early Tender Date. Because the aggregate purchase price of the Securities validly tendered at or prior to the Early Tender Date and accepted for purchase equals the Aggregate Purchase Price, and the aggregate purchase price of the 2023 Notes validly tendered at or prior to the Early Tender Date and accepted for purchase equals the 2023 Notes Purchase Price, the Company does not expect any Securities, including any 2023 Notes, tendered after the Early Tender Date to be accepted for purchase. All Securities which are not accepted for purchase pursuant to the Tender Offers will be promptly returned to the Holder of such series of Securities.

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. Withdrawal rights for the Tender Offers expired at 5:00 p.m. (Eastern Time) on May 29, 2020.

Consent Solicitations

The Company's Consent Solicitations sought consents from holders of the Securities to amend the Indenture governing the Securities to eliminate substantially all of the restrictive covenants and events of default, 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"). As of the Withdrawal Deadline, the Company had received the Requisite Consents from holders of each series of Securities. As a result of receiving the Requisite Consents with respect to each series of Securities, and no series of Securities is subject to proration, the Company expects to promptly enter into a supplemental indenture (the "Supplemental Indenture") effecting the Proposed Amendments which is binding on all remaining holders of the Securities and will become operative when the Company accepts the validly tendered Securities for purchase pursuant to, and subject to the conditions set forth 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