AES Announces Cash Tender Offer for Any and All of Its 3.300% Senior Notes due 2025
The Tender Offer is being made pursuant to the Company's Offer to Purchase, dated
The following table sets forth certain terms of the Tender Offer:
Title of Security |
|
CUSIP Number |
|
Principal Amount |
|
UST |
|
Bloomberg |
|
Fixed Spread |
3.300% Senior Notes due 2025 |
|
144A: 00130H CB9 Reg S: U0080R AQ3 |
|
|
|
3.000% |
|
FIT3 |
|
+25 |
The consideration (the "Purchase Price") offered per
In addition to the Purchase Price, all Holders of Securities accepted for purchase will also receive accrued and unpaid interest ("Accrued Interest") from the
The Tender Offer will expire at
Subject to the terms and conditions of the Tender Offer, each Holder who (i) validly tenders its Securities at or prior to the Expiration Time and does not subsequently validly withdraw such Securities at or prior to the Withdrawal Deadline or (ii) delivers a properly completed and duly executed Notice of Guaranteed Delivery with respect to its Securities at or prior to the Expiration Time with such Securities validly tendered at or prior to the second business day after the Expiration Time, will be entitled to receive the Purchase Price, plus Accrued Interest, on the Settlement Date, if such Securities are accepted for purchase.
AES' obligation to accept for purchase, and to pay for, Securities validly tendered pursuant to the Tender Offer is subject to, and conditioned upon, certain conditions, including the condition that AES shall have obtained debt financing in a minimum aggregate principal amount, together with cash on hand, to purchase the tendered Securities, including payment of the Purchase Price, Accrued Interest and any fees payable in connection with the Tender Offer, subsequent to the date hereof and on or prior to the Settlement Date, on terms and conditions reasonably satisfactory to AES (the "Financing Condition"). The Tender Offer is not conditioned on any minimum amount of Securities being tendered. AES may amend, extend or terminate the Tender Offer in its sole discretion. The obligation of AES to accept for purchase and to pay the Purchase Price and Accrued Interest on the Securities is not subject to any minimum tender condition, but is subject to the satisfaction or waiver of the Financing Condition and certain other conditions described in the Offer to Purchase.
AES has retained
AES is making the Tender Offer only by, and pursuant to, the terms of the Offer Documents. None of AES, the Dealer Manager, 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 Tender Offer is 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 Offer to be made by a licensed broker or dealer, the Tender Offer 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.
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. Capitalized terms used in this press release but not otherwise defined herein have the meanings assigned to them in the Offer Documents.
About AES
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 Offer, the details thereof, other expected effects of the Tender Offer and the proposed concurrent debt financing to satisfy the Financing Condition and the use of proceeds therefrom.
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 include the aggregate amount of Securities tendered (which could lead to retirement or repayment of other existing debt), the successful pricing and closing of the proposed concurrent debt financing to satisfy the Financing Condition, and risks and uncertainties discussed in the Offer to Purchase related to the Tender Offer and AES' filings with the
Any stockholder who desires a copy of the Company's 2024 Annual Report on Form 10-K filed
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