AES Announces Expiration and Final Results of Its Tender Offer for Its Outstanding 7.75% Senior Notes due 2014

Thu May 23, 2013 7:30am EDT

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AES Announces Expiration and Final Results of Its Tender Offer for Its Outstanding 7.75% Senior Notes due 2014

On April 25, 2013, The AES Corporation (NYSE: AES) commenced tender offers to purchase (each offer a “Tender Offer” and collectively, the “Tender Offers”) for cash, subject to certain terms and conditions set forth in the Offers to Purchase for Cash, as amended on May 14, 2013, and related Letter of Transmittal (collectively, the “Tender Offer Materials”), certain series of its outstanding senior notes, including its 7.75% Senior Notes due 2014 (the “2014 Notes”). The Tender Offer for the 2014 Notes expired at 11:59 p.m., New York City time, on May 22, 2013 (the “Expiration Date”), and AES has accepted all 2014 Notes validly tendered as of the Expiration Date. Capitalized terms used in this announcement and not otherwise defined shall have the meanings assigned to them in 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 2014 Notes as outlined in the table below.

                     
Title of Security  

CUSIP
Number

 

Principal
Amount
Outstanding

 

Series Maximum
Tender Amount

 

Aggregate
Principal
Amount
Tendered

 

% of Principal
Amount
Outstanding
Tendered

7.75% Senior Notes
due 2014

00130HBC8 $500,000,000 N/A $267,400,000 53.48%

Of the aggregate principal amount of 2014 Notes tendered as of the Expiration Date shown in the table above, $267,078,000 principal amount of the 2014 Notes (or 53.42% of the principal amount outstanding) were validly tendered and not withdrawn on or prior to the Early Tender Date. AES accepted all such 2014 Notes for purchase, and the Early Settlement Date for all such 2014 Notes was on May 17, 2013. Holders of such 2014 Notes received the Total Consideration, which included the Early Tender Premium, plus accrued and unpaid interest up to, but not including, the Early Settlement Date.

A total of $322,000 principal amount of 2014 Notes were validly tendered after the Early Tender Date and on or prior to the Expiration Date. The Final Settlement Date for such 2014 Notes is expected to be May 23, 2013, subject to extension by AES and subject to all conditions to the Tender Offer for the 2014 Notes having been satisfied or waived by AES. As described in the Tender Offer Materials, Holders of such 2014 Notes will receive the Tender Offer Consideration, which does not include the Early Tender Premium, plus accrued and unpaid interest up to, but not including, the Final Settlement Date.

AES’s previously announced Tender Offers for cash also include its 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”). The Tender Offers for the 2015 Notes, 2016 Notes and 2017 Notes (collectively, the “Capped Securities”) are scheduled to expire at 11:59 p.m., New York City time, on May 28, 2013. AES previously announced on May 14, 2013 that it increased the Series Maximum Tender Amount with respect to each series of Capped Securities. AES accepted for purchase an amount of each series of Capped Securities up to the respective increased Series Maximum Tender Amount, and the Early Settlement Date for all such Capped Securities was on May 17, 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.

Additional Information

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.

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’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.

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

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